EXHIBIT 3.2

             Reflecting  (1) changes  approved,  November  1990, in Adopted 1990
             Financing  Plan  and  made  effective  upon  Initial  Funding,  (2)
             deletion of CEO  position,  effective  March 28, 1991,  (3) changes
             made  at  board  of  directors'  and  Stockholders'  meetings  held
             December 12,  1991,  (4) changes  made at board of  directors'  and
             Stockholders'  meetings  held June 11,  1992,  (5)  increase in the
             number of  members  of the  Executive  Committee,  approved  at the
             August 13, 1992 meeting of the board of  directors,  (6) changes in
             the notice  provision  to permit  first  class mail as  approved by
             Consent of Stockholders dated October 21, 1992, (7) changes made at
             the board of directors'  meeting held December 7, 1993 and approved
             by  written  consent  of the  stockholders,  (8)  changes  made  by
             unanimous  consent of the board of directors  dated March 18, 1994,
             to change the board size to  fourteen,  and (9) changes made at the
             board of  directors'  meeting held February 29, 1996, to change the
             board  size to  eleven,  and  (10)  changes  made at the  board  of
             directors' meeting held March 19, 1998 effective at the 1998 annual
             stockholders'  meeting to change  the board  size to ten,  and (11)
             changes made at the board of directors' meeting held March 25, 1999
             to change the board size to nine.




                           AMENDED AND RESTATED BYLAWS
                                       OF
                      AMERICAN MOBILE SATELLITE CORPORATION
                             (As of March 25, 1999)





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                                TABLE OF CONTENTS
                                                                            Page

ARTICLE I.       OFFICES.................................................      1

ARTICLE II.      MEETINGS OF STOCKHOLDERS................................      2

ARTICLE III.     DIRECTORS...............................................      5

ARTICLE IV.      NOTICES.................................................     10

ARTICLE V.       OFFICERS................................................     11

ARTICLE VI.      CERTIFICATES OF STOCK...................................     14

ARTICLE VII.     PROCUREMENT.............................................     16

ARTICLE VIII.    INDEMNIFICATION OF DIRECTORS
                 AND OFFICERS............................................     16

ARTICLE IX.      GENERAL PROVISIONS......................................     16

ARTICLE X.       AMENDMENTS..............................................     17




<PAGE>




                                   ARTICLE I.
                                     OFFICES

             SECTION  1. The  registered  office of  American  Mobile  Satellite
Corporation (the  "Corporation")  shall be in the City of Wilmington,  County of
New Castle, State of Delaware,  or such other place within the State of Delaware
as the board of directors may from time to time determine.

             SECTION  2. The  Corporation  may also have  offices  at such other
places both  within and without the State of Delaware as the board of  directors
may from time to time determine or the business of the Corporation may require.



                                   ARTICLE II.
                            MEETINGS OF STOCKHOLDERS

             SECTION 1. All  meetings of the  stockholders  for the  election of
directors or for any other purpose shall be held at such time and place,  within
or without the State of Delaware,  but within the United  States of America,  as
shall be stated in the  notice of the  meeting or in a duly  executed  waiver of
notice thereof.

             SECTION 2. Annual  meetings of the  stockholders of the Corporation
for the  purpose of electing  directors  and for the  transaction  of such other
business as may be properly  brought  before such meetings  shall be held on the
third  Thursday of April in each year, or at such other time,  date and place as
the board of directors shall determine by resolution.

             SECTION 3.  Written  notice of the annual  meeting of  stockholders
stating  the  place,  date  and  hour of the  meeting  shall  be  given  to each
stockholder  entitled  to vote at such  meeting  not less than ten nor more than
sixty days before the date of the meeting.

             SECTION 4. 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  entitled  to vote at the
meeting,  arranged  in  alphabetical  order,  and  showing  the  address of each
stockholder  and the number and class of shares  registered  in the name of each
stockholder. Such list shall be open for examination by 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 where



<PAGE>






                                      - 2 -

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.

             SECTION 5. Special meetings of the stockholders, for any purpose or
purposes,  unless  otherwise  prescribed  by  statute or by the  Certificate  of
Incorporation,  may be  called  by the  president  and  shall be  called  by the
president  or  secretary at the request in writing of a majority of the board of
directors, or at the request in writing of the holder or holders of Common Stock
representing  at  least  33-1/3%  of the  shares  of  Common  Stock  issued  and
outstanding and entitled to vote. A special meeting of the holders of the Common
Stock for the sole purpose of electing all of the  directors of the  Corporation
shall be called by the  president or secretary  promptly upon the receipt by the
secretary  of a written  request  from the  holder or  holders  of Common  Stock
representing  that  percentage  of the shares of Common  Stock  then  issued and
outstanding  that would be  sufficient  to elect at least one  director  if such
shares of Common Stock were then cumulatively voted in an election of the entire
board of directors.

             SECTION 6.  Written  notice of a special  meeting  of  stockholders
stating the place,  date and hour of the meeting and the purpose or purposes for
which  the  meeting  is  called,  shall be given not less than ten nor more than
sixty days before the date of the meeting to each  stockholder  entitled to vote
at such  meeting.  Business  transacted at any special  meeting of  stockholders
shall be limited to the purposes stated in the notice.

             SECTION 7. The holders of a majority of the Common Stock issued and
outstanding  and entitled to vote thereat,  present in person or  represented by
proxy,  shall constitute a quorum at all meetings of the holders of Common Stock
for the  transaction of business  except as otherwise  provided by statute or by
the Certificate of Incorporation.  If, however, such quorum shall not be present
or  represented  at any meeting of the holders of Common  Stock,  the holders of
Common  Stock  entitled to vote  thereat,  present in person or  represented  by
proxy, shall have power to adjourn the meeting from time to time, without notice
other  than  announcement  at the  meeting,  until a quorum  shall be present or
represented.  At such  adjourned  meeting at which a quorum  shall be present or
represented,  any business may be transacted which might have been transacted at
the meeting as originally  notified.  If the adjournment is for more than thirty



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                                      - 3 -

days,  or if after the  adjournment a new record date is fixed for the adjourned
meeting,  a notice of the  adjourned  meeting  shall be given to each  holder of
Common Stock of record entitled to vote at the meeting.

             SECTION 8. When a quorum is  present  at any  meeting of holders of
Common Stock,  the  affirmative  vote of the holders of a majority of the Common
Stock  present in person or  represented  by proxy  shall  decide  any  question
brought  before such  meeting,  unless the question is one upon which by express
provision of law, the Certificate of  Incorporation or these bylaws, a different
vote is required,  in which case such express provision shall govern and control
the decision of such question.

             SECTION  9. At every  meeting of the  holders of Common  Stock each
holder of Common  Stock  shall be entitled to one vote in person or by proxy for
each share of the Common  Stock held by such  stockholder  for each  matter with
respect to which the holders of Common Stock are entitled to vote except for the
election of directors,  which shall be by  cumulative  voting as provided in the
Certificate of Incorporation.

           SECTION  10. The stock  ledger of the  Corporation  shall be the only
evidence as to who are the  stockholders  entitled to examine the stock  ledger,
the list required by Article II, Section 4 and the books of the Corporation,  or
to vote in person or by proxy at any meeting of stockholders.

             SECTION 11. Votes by written ballot at any meeting of  stockholders
may be conducted by one or more inspectors,  appointed for that purpose,  either
by the board of directors or by the  chairman of the meeting.  The  inspector or
inspectors  may decide  upon the  qualifications  of voters and the  validity of
proxies,  may count the votes and declare the result and take such other actions
as required by applicable law.

             SECTION 12. The  Chairman  of the Board,  or, in the absence of the
Chairman  of the Board,  the  Chairman  of the  Executive  Committee  or, in the
absence of the Chairman of the Executive  Committee,  the President,  or, in the
absence of any of them, any Vice President,  in order of their  election,  shall
preside at meetings of stockholders.  The secretary of the Corporation shall act
as secretary,  but in the absence of the  secretary,  the presiding  officer may
appoint a secretary.



<PAGE>






                                      - 4 -

             SECTION  13.  (a) No  proposal  for a  stockholder  vote  shall  be
submitted by a  stockholder  (a  "Stockholder  Proposal")  to the  Corporation's
stockholders  unless the stockholder  submitting such proposal (the "Proponent")
shall have filed a written notice setting forth with particularity (i) the names
and business  addresses of the Proponent  and all persons or entities  acting in
concert with the  Proponent;  (ii) the name and address of the Proponent and the
persons  or  entities   identified   in  clause  (i),  as  they  appear  on  the
Corporation's books (if they so appear); (iii) the class and number of shares of
the Corporation  beneficially owned by the Proponent and the persons or entities
identified  in  clause  (i);  (iv) a  description  of the  Stockholder  Proposal
containing  all  material  information  relating  thereto;  and (v)  such  other
information  as the board of  directors  reasonably  determines  is necessary or
appropriate to enable the board of directors and stockholders of the Corporation
to consider the Stockholder  Proposal.  Upon receipt of the Stockholder Proposal
and prior to the stockholder meeting at which such Stockholder  Proposal will be
considered,  if the board of directors,  a designated  committee of the board of
directors or, if authorized by the board of directors or a committee thereof, an
officer  of the  Corporation,  determines  that the  information  provided  in a
Stockholder  Proposal does not satisfy the  informational  requirements of these
bylaws  or is  otherwise  not in  accordance  with  law,  the  secretary  of the
Corporation  shall  promptly  notify such  Proponent  of the  deficiency  in the
notice.  Such  Proponent  shall have an  opportunity  to cure the  deficiency by
providing additional information to the secretary within the period of time, not
to  exceed  ten days  from  the  date  such  deficiency  notice  is given to the
Proponent,  determined  by the  board of  directors  or such  committee.  If the
deficiency  is not cured within such period,  or if the board of  directors,  or
such  committee  determines  that the  additional  information  provided  by the
Proponent,  together with the information previously provided,  does not satisfy
the requirements of this Article II, Section 13, then such proposal shall not be
presented  for action at the meeting in  question.  Nothing in this  Article II,
Section 13, shall in any way limit the  discretion  of the board of directors to
omit any Stockholder Proposal in accordance with applicable law.

             (b)  Stockholder  Proposals  shall be delivered to the secretary at
the principal  executive  office of the Corporation not less than sixty days not
more than one  hundred  and  twenty  days  prior to the date of the  meeting  of
stockholders  if such  Stockholder  Proposal  is to be  submitted  at an  annual
stockholders meeting (provided,  however,  that if such annual meeting is called
to be held before the date specified in Article II, Section 2, or if a


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                                      - 5 -

Stockholder Proposal is to be submitted at a special stockholders  meeting, such
Stockholder  Proposal  shall be so delivered no later than the close of business
on the tenth day  following  the day on which  notice of the date of such annual
stockholders  meeting or special  stockholders  meeting, as the case may be, was
announced on the Dow Jones  newswire  service,  or if such  newswire  service is
unavailable, any national newswire service).

                                  ARTICLE III.
                                    DIRECTORS

             SECTION  1.  The  board  of  directors  shall  consist  of nine (9)
directors.  The  directors  shall  be  elected  at  the  annual  meeting  of the
stockholders,  or as provided in Article II, Section 5 and each director elected
shall hold office until his or her successor is elected and qualified.

             SECTION 2. Vacancies and newly created directorships resulting from
any  increase  in the  authorized  number of  directors  may be  filled  only as
provided in this Article III, Section 4.

             SECTION  3.  A  director  or  directors   may  be  removed  by  the
affirmative  vote of the  holders  of a majority  of the shares of Common  Stock
issued and  outstanding and entitled to vote at a special meeting of the holders
of the Common Stock called for such a purpose.  In the event of the removal of a
director,  the vacancy  created by such removal shall be filled only as provided
in this Article III, Section 4.

             SECTION 4. (a) Board of directors vacancies may be filled by a vote
of a majority of the directors then in office. No person elected by the board of
directors  to  fill a  vacancy  shall  commence  service  as a  director  of the
Corporation  until ten calendar  days have passed  since  delivery of the notice
required by  subsection  (b) of this  Article III,  Section 4 and provided  that
during such ten day  period,  no election of  directors  has been  requested  in
accordance  with  Article II,  Section 5. If such an election  is  requested  in
accordance with Article II, Section 5, the vacancy shall remain unfilled pending
the results of such election.

             (b) Upon the  election of any person by the board of  directors  to
fill a vacancy,  and upon the first business day following the tenth day after a
vacancy  occurs,  provided such vacancy has not then been filled,  the secretary



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                                      - 6 -

shall promptly file with the Securities and Exchange Commission a Current Report
on Form 8-K and  shall on the same day as such  filing  provide  notice  of such
election or continuing vacancy by electronic  transmission or overnight delivery
to each stockholder that owns of record,  or that has advised the Corporation in
writing,  including  through delivery to the Corporation of a Schedule 13D filed
with  the  Securities  and  Exchange  Commission,  that  it and  its  affiliates
beneficially or of record own, Common Stock  representing that percentage of the
then issued and outstanding  shares of Common Stock sufficient to elect at least
one  director if such stock were then  cumulatively  voted in an election of the
entire board of directors. No Form 8-K or notice of a vacancy under this Article
II,  Section 4(b) shall be required by reason of any  continued  vacancies  that
existed on December 8, 1993.  Each of such Form 8-K and such notice shall (i) if
a vacancy is being filled, identify the person elected by the board of directors
to  fill  the  vacancy,  provide  a brief  summary  of  such  person's  business
background  and indicate the  proposed  date on which such person will  commence
service as a director or (ii)  indicate that the vacancy  shall  continue  until
filled by a vote of the board of directors or the stockholders.

             SECTION 5. The  business  and affairs of the  Corporation  shall be
managed by or under the  direction of its board of directors  which may exercise
all such powers of the Corporation and do all such lawful acts and things as are
not by  statute  or by the  Certificate  of  Incorporation  or by  these  bylaws
directed or required to be exercised or done by the stockholders.

             SECTION 6.  Meetings of the board of  directors,  both  regular and
special,  may be held  at any  location  within  North  America  and may be held
outside North America if two-thirds of the number of directors then in office so
authorize.  In the  event a  meeting  of the  board of  directors  is to be held
outside North America,  notice thereof shall be given at least ten business days
prior to such meeting.

             SECTION 7. Regular  meetings of the board of directors  may be held
at such time (not less  frequently  than four times each year) and at such place
as shall from time to time be determined by the board of directors.

             SECTION 8. Special meetings of the board of directors may be called
by the president and shall be called by the president  upon the written  request
of three directors.  Except as otherwise provided in Article III, Sections 5 and



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                                      - 7 -

9, each notice of a special  meeting of the board of directors shall be given at
least five business days prior to such meeting and shall identify the purpose or
purposes of the special  meeting or the business to be transacted at the special
meeting.  Business  transacted at any special  meeting of the board of directors
shall be limited to the purpose or purposes stated in the notice of such special
meeting.

             SECTION 9. At all meetings of the board of directors,  the presence
of a majority of the number of  directors  then in office  shall be necessary to
constitute a quorum for the transaction of business,  provided that a quorum may
not be less than  one-third  of the  total  number  of  directors.  The act of a
majority  of the  directors  present at a meeting at which a quorum is  present,
unless a greater number is required by law, by the Certificate of  Incorporation
or by these  bylaws,  shall be the act of the  board of  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  10.  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 the committee, as
the case may be,  consent  thereto in writing,  and the writing or writings  are
filed  with  the  minutes  or  proceedings  of the  board  of  directors  or the
committee.

           SECTION  11.  Members  of the board of  directors,  or any  committee
designated by the board of directors,  shall have the right to  participate in a
meeting of the board of  directors,  or any  committee,  by means of  conference
telephone  or similar  communications  equipment  by means of which all  persons
participating  in the meeting can hear each other,  and such  participation in a
meeting shall constitute presence in person at the meeting.

             SECTION  12.  The  Corporation  may  pay the  directors  reasonable
compensation  for serving as directors and as members of one or more  committees
of the  board  of  directors,  the form and  amount  of which  shall be fixed by
resolution  adopted by a majority of the number of directors then in office, and
may reimburse such directors for any reasonable  expenses  incurred in attending
the meetings of the board of directors or any committees thereof.


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                                      - 8 -

             SECTION  13. In  addition  to the  committees  designated  in these
bylaws,  the board of directors  may, by resolution  passed by a majority of the
whole board of directors:  (i) designate one or more committees,  each committee
to consist of one or more of the directors of the Corporation;  (ii) appoint the
members  of such  committees;  and  (iii)  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.

             SECTION 14. The Corporation shall have an Executive  Committee,  to
consist  of five  directors  appointed  by a  majority  of the  whole  board  of
directors,  plus one or more  directors as alternate  members of such  Executive
Committee,  who may replace any absent or disqualified  member at any meeting of
the  Executive  Committee.  Between the meetings of the board of  directors  and
while the board of directors is not in session,  the Executive  Committee  shall
have all the powers and exercise all the duties of the board of directors in the
management of the business and affairs of the  Corporation  that may lawfully be
delegated  to the  Executive  Committee  by the board of  directors,  including,
without  limitation,  the power and authority granted to committees  pursuant to
these bylaws,  and the power and  authority to declare a dividend,  to authorize
the  issuance  of stock  and to adopt a  certificate  of  ownership  and  merger
pursuant to Section 253 of the Delaware General Corporation Law, as amended. The
Executive  Committee shall adopt its own rules of procedure and shall meet where
and as provided by such rules. All action taken by the Executive Committee shall
be reported to the board of  directors at the meeting  thereof  next  succeeding
such action.

             SECTION  15.  The  Corporation  shall have an Audit  Committee,  to
consist of not less than three  directors,  appointed by the board of directors.
The duties and  responsibilities  of the Audit Committee shall be established by
the  board of  directors.  The  Audit  Committee  shall  adopt  its own rules of
procedure  and shall meet where and as provided by such rules.  All action taken
by the  Audit  Committee  shall be  reported  to the board of  directors  at the
meeting thereof next succeeding such action.

             SECTION 16. The Corporation shall have a Nominating  Committee,  to
consist  of not less than three  directors,  not more than one of whom may be an
officer of the Corporation,  appointed by the board of directors. The duties and
responsibilities  of the Nominating  Committee shall be to select the persons to
be candidates for nomination  for election as directors of the  Corporation  and



<PAGE>






                                      - 9 -

make  recommendations  with  respect  thereto  to the  board of  directors.  The
Nominating Committee shall adopt its own rules of procedure and shall meet where
and as provided  by such rules.  All action  taken by the  Nominating  Committee
shall be  reported  to the  board  of  directors  at the  meeting  thereof  next
succeeding such action.

             SECTION  17. In the  absence or  disqualification  of a member of a
committee,  and in the absence of a designation  by the board of directors of an
alternate  member to replace the absent or  disqualified  member,  the member or
members  of the  committee  present at any  meeting  and not  disqualified  from
voting,  whether or not he or they 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.

             SECTION 18. Any committee, to the extent provided in the resolution
of the board of  directors  establishing  such  committee  and to the extent not
inconsistent with the Certificate of Incorporation, these bylaws, or the General
Corporation  Law of the State of  Delaware,  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 fixed to all papers which may require it.

             SECTION  19.  Each  committee  shall  keep  regular  minutes of its
meetings and report the same to the board of directors when required.


                                   ARTICLE IV.
                                     NOTICES

             SECTION 1.  Whenever,  under the  provisions of the  statutes,  the
Certificate of Incorporation or these bylaws,  notice is required to be given to
any  stockholder  or  director,  such notice  shall be in writing,  and shall be
deemed  given to each  stockholder  or director (i) upon receipt if delivered in
person, by cable, telegram,  telex, telecopy, or other electronic  transmission,
(ii) one day after deposit with a reputable  overnight courier service, or (iii)
five days after  deposit  in the  United  States  mail  (either by first  class,
registered or certified mail, postage prepaid), if sent to such stockholder's or
director's address as it appears on the records of the Corporation.



<PAGE>






                                     - 10 -

             SECTION 2.  Whenever  any notice is  required to be given under the
provisions of the statutes,  the Certificate of Incorporation or these bylaws, a
written  waiver of  notice,  signed by the person or  persons  entitled  to such
notice,  whether  before  or after  the time  stated  therein,  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  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.


                                   ARTICLE V.
                                    OFFICERS

             SECTION 1. The officers of the Corporation  shall be elected by the
board of directors and shall be a president,  a secretary  and a treasurer.  The
board of directors  may also elect one or more  vice-presidents  and one or more
assistant secretaries and assistant treasurers.  The officers of the Corporation
shall be elected by the vote of a majority  of the number of  directors  then in
office.  Any  number  of  offices  may be held by the same  person,  unless  the
Certificate of Incorporation or these bylaws otherwise provide.

             SECTION 2. The board of directors at its first  meeting  after each
annual meeting of stockholders shall elect a president, a secretary, a treasurer
and any other  officers  which the board of  directors  determines  to elect and
shall designate one of such officers as the chief financial officer.

             SECTION 3. The board of directors may elect such other officers and
appoint such agents as it shall deem  necessary who shall hold their offices for
such terms and shall  exercise  such powers and perform  such duties as shall be
determined from time to time by the board of directors.

             SECTION  4. The  compensation  of all  officers  and  agents of the
Corporation shall be fixed from time to time by the board of directors.

             SECTION 5. The officers of the Corporation  shall hold office until
their successors are elected and qualified.  Any officer elected by the board of
directors  may be removed at any time by the  affirmative  vote of a majority of



<PAGE>






                                     - 11 -

the number of directors then in office.  Any vacancy  occurring in any office of
the  Corporation  may be filled by the  affirmative  vote of a  majority  of the
number of directors then in office.

             SECTION 6. The president of the Corporation, subject to the control
of the  board of  directors,  shall  supervise  the  day-to-day  affairs  of the
corporation,  shall have general and active  management  responsibility  for the
business of the  Corporation,  and shall see that all orders and  resolutions of
the board of directors are carried into effect.

             SECTION 7. At the request of the  president or in his absence or in
the event of his  inability or refusal to act, the  vice-president,  if there be
one, or in the event there be more than one vice-president,  the vice-presidents
in the order designated by the directors,  or in the absence of any designation,
then in the order of their election,  shall perform the duties of the president,
and when so  acting,  shall  have all the  powers of and be  subject  to all the
restrictions upon the president.  The  vice-presidents  shall perform such other
duties and have such  other  powers as the board of  directors  may from time to
time prescribe.

             SECTION  8.  The  secretary   shall  attend  all  meetings  of  the
stockholders  and record all the  proceedings of the meetings of the Corporation
and of the board of directors in a book or books to be kept for that purpose and
shall  perform  like  duties for the  standing  committees  when  required.  The
secretary  shall  give,  or cause to be  given,  notice of all  meetings  of the
stockholders and special  meetings of the board of directors,  and shall perform
such  other  duties  as may be  prescribed  by the  board  of  directors  or the
president,  under whose  supervision the secretary shall be. The secretary shall
have custody of the corporate seal of the Corporation  and the secretary,  or an
assistant  secretary,  shall have  authority to affix the same to any instrument
requiring  it  and  when  so  affixed,  it may be  attested  by the  secretary's
signature  or by the  signature  of  such  assistant  secretary.  The  board  of
directors  may give general  authority to any other officer to affix the seal of
the Corporation and to attest the affixing by his signature. The secretary shall
see that all books, reprints,  statements,  certificates and other documents and
records  required by law to be kept or filed are properly kept or filed,  as the
case may be.

             SECTION 9. The assistant secretary, if there be one, or if there be
more than one, the assistant secretaries in the order determined by the board of



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                                     - 12 -

directors,  or if there  be no such  determination,  then in the  order of their
election,  shall at the  request of the  secretary  or in his  absence or in the
event of his inability or refusal to act,  perform the duties of the  secretary,
and  when so  acting,  shall  have  all the  powers  and be  subject  to all the
restrictions  upon the secretary.  The assistant  secretaries shall perform such
other duties and have such other powers as the board of directors  may from time
to time prescribe.

             SECTION 10. The  treasurer  shall have the custody of the corporate
funds and securities  and shall keep full and accurate  accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all moneys
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.  The treasurer
shall  disburse the funds of the  Corporation  as may be ordered by the board of
directors,  taking proper vouchers for such  disbursements,  and shall render to
the president,  and to the board of directors at its regular  meetings,  or when
the board of  directors  so  requires,  an  account of all his  transactions  as
treasurer and of the financial condition of the Corporation.

             SECTION 11. If required by the board of  directors,  the  treasurer
shall give the  Corporation  a bond in such sum and with such surety or sureties
as shall be satisfactory to the board of directors for the faithful  performance
of the duties of his office and for the restoration to the Corporation,  in case
of his death,  resignation,  retirement  or removal from  office,  of all books,
papers, vouchers, money and other property of whatever kind in his possession or
under his control belonging to the Corporation.

             SECTION 12. The assistant  treasurer,  if there be one, or if there
shall be more than one, the assistant  treasurers in the order determined by the
board of directors,  or if there be no such determination,  then in the order of
their  election,  shall, at the request of the treasurer or in his absence or in
the  event of his  inability  or  refusal  to act,  perform  the  duties  of the
treasurer,  and when so acting,  shall have all the powers and be subject to all
the restrictions upon the treasurer. The assistant treasurers shall perform such
other duties and have such other powers as the board of directors  may from time
to time prescribe.

             SECTION 13. The chief  financial  officer shall have such duties as
may be assigned by the board of directors.



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                                     - 13 -

                                   ARTICLE VI.
                              CERTIFICATES OF STOCK

             SECTION 1. Every  stockholder of the Corporation  shall be entitled
to have a certificate in the name of the Corporation signed by the president and
the  secretary or an  assistant  secretary of the  Corporation,  certifying  the
number of shares owned by him in the  Corporation.  If the Corporation  shall be
authorized to issue more than one class of capital stock or more than one series
of any class, the powers, designations, preferences and relative, participating,
optional  or other  special  rights  of such  class of  capital  stock or series
thereof and the qualifications,  limitations or restrictions of such preferences
and/or  rights shall be set forth in full or  summarized  on the face or back of
the  certificate  which the  Corporation  shall issue to represent such class or
series of capital stock;  provided that, except as otherwise provided in Section
202 of the  General  Corporation  Law of the State of  Delaware,  in lieu of the
foregoing  requirements,  there  may be set  forth  on the  face  or back of the
certificate  which the Corporation shall issue to represent such class or series
of capital stock, a statement that the  Corporation  will furnish without charge
to each  stockholder who so requests the powers,  designations,  preferences and
relative,  participating,  optional  or other  special  rights of each  class of
capital  stock  or  series  thereof  and  the  qualifications,   limitations  or
restrictions of such preference and/or rights.

             SECTION 2. Any or all of the  signatures  on a  certificate  may be
facsimile.  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 they were
such officer, transfer agent or registrar at the date of issue.

             SECTION 3. The board of directors may direct a new  certificate  or
certificates   to  be  issued  in  place  of  any  certificate  or  certificates
theretofore  issued by the  Corporation  alleged  to have been  lost,  stolen or
destroyed,  upon the making of an affidavit of that fact by the person  claiming
the certificate of stock to be lost, stolen or destroyed.  When authorizing such
issue of a new certificate or  certificates,  the board of directors may, in its
discretion  and as a condition  precedent to the issuance  thereof,  require the
owner of such lost,  stolen or destroyed  certificate  or  certificates,  or his
legal  representative,  to advertise the same in such manner as it shall require



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                                     - 14 -

and/or to give the  Corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the  Corporation  with respect to the
certificate alleged to have been lost, stolen or destroyed.

             SECTION 4. Upon surrender to the  Corporation or the transfer agent
of the  Corporation of a certificate  for shares duly endorsed or accompanied by
proper evidence of succession, assignation or authority to transfer, it shall be
the duty of the  Corporation to issue a new  certificate to the person  entitled
thereto, cancel the old certificate and record the transaction upon its books.

             SECTION  5.  In  order  that  the  Corporation  may  determine  the
stockholders  entitled to notice of or to vote at any meeting of stockholders or
any adjournment  thereof,  or entitled to express consent to corporate action in
writing  without a meeting,  or entitled to receive  payment of any  dividend or
other  distribution or allotment of any rights, or entitled to exchange of stock
or for the purpose of any other lawful action, the board of directors may affix,
in advance,  a record date, which shall not be more than sixty nor less than ten
days  before  the date of such  meeting,  nor more than  sixty days prior to any
other action. 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.

             SECTION 6. The  Corporation  shall be  entitled  to  recognize  the
exclusive  right of a person  registered  on its books as the owner of shares of
capital  stock of the  Corporation  to  receive  dividends,  and to vote as such
owner,  and shall not be bound to recognize  any  equitable or other claim to or
interest  in such  share or  shares  of  capital  stock on the part of any other
person, whether or not it shall have express or other notice thereof,  except as
otherwise provided by the laws of the State of Delaware.


                                  ARTICLE VII.
                                  PROCUREMENT

             Each Director  shall have the right to review in their entirety any
and all proposals  received by the  Corporation  in response to any requests for
proposals that may be issued by the Corporation  for contracts,  purchase orders



<PAGE>






                                     - 15 -

or other similar binding commitments to be entered into by, or on behalf of, the
Corporation. The board of directors' review of proposals shall be conducted in a
manner consistent with the requirements of the request for proposals to maintain
the confidentiality of proprietary information contained in the proposals.


                                  ARTICLE VIII.
                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

             Each person who is or was or had agreed to be a director or officer
of the Corporation shall be indemnified by the Corporation to the fullest extent
permitted or authorized by the General  Corporation Law of the State of Delaware
or any other  applicable  laws as  presently  or  hereafter  in effect.  Without
limiting the generality of the foregoing,  the Corporation may enter into one or
more  agreements  with any person which provide for  indemnification  greater or
different than that provided in this Article VIII. Any repeal or modification of
this Article VIII shall not adversely  affect any right or  protection  existing
hereunder immediately prior to such repeal or modification. The Corporation may,
but shall not be obligated  to,  maintain  insurance,  at its  expense,  for the
benefit of the Corporation and of any person to be indemnified.


                                   ARTICLE IX.
                               GENERAL PROVISIONS

             SECTION 1.  Dividends  upon the capital  stock of the  Corporation,
subject to the provisions of the  Certificate of  Incorporation,  if any, may be
declared by the board of directors at any regular or special  meeting,  pursuant
to law.  Dividends  may be paid in cash,  in  property,  or in shares of capital
stock, subject to the provisions of the Certificate of Incorporation.

             SECTION 2. Before  payment of any dividend,  there may be set aside
out of any funds of the Corporation  available for dividends such sum or sums as
the board of directors  from time to time, in their absolute  discretion,  think
proper  as a  reserve  or  reserves  to meet  contingencies,  or for  equalizing
dividends,  or for repairing or maintaining any property of the Corporation,  or



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                                     - 16 -

for such other purpose as the board of directors shall believe  conducive to the
interest of the  Corporation,  and the board of directors  may modify or abolish
any such reserve in the manner in which it was created.

             SECTION  3. All  checks  or  demands  for  money  and  notes of the
Corporation  shall be signed by such officer or officers or such other person or
persons as the board of directors may from time to time designate.

             SECTION 4. The fiscal year of the Corporation shall end on December
31 of each year or as otherwise fixed by resolution of the board of directors.

             SECTION 5. The board of  directors  may adopt a corporate  seal and
use the same by causing it or a facsimile  thereof to be impressed or affixed or
reproduced or otherwise.

                                   ARTICLE X.
                                   AMENDMENTS

             Except as otherwise provided by the Certificate of Incorporation or
these bylaws, these bylaws may be altered, amended or repealed or new bylaws may
be adopted  only by the vote of either (i)  three-fourths  of the members of the
board of  directors  then in office or (ii) the  holders  of  two-thirds  of the
issued and outstanding shares of Common Stock.

             Approved by the holders of two-thirds of the issued and outstanding
voting  Common  Stock of  the  Corporation  effective as of the 20th day of May,
1998.


                                                  /s/ Randy  S. Segal
                                                  Randy S. Segal
                                                  Secretary