<PAGE>
                                                                     Exhibit 3.2
 
                          AMENDED AND RESTATED BYLAWS
                                      OF
                             CELLSTAR CORPORATION
                       (as effective September 22, 1997)

                              ARTICLE I - OFFICES
                              -------------------

    SECTION ONE.  REGISTERED OFFICE.  The registered office of the corporation
    -----------   -----------------                                           
shall be in the City of Wilmington, County of New Castle, State of Delaware, and
the name of the registered agent in charge thereof is The Corporation Trust
Company.

    SECTION TWO.  OTHER OFFICES.  In addition to its registered office in the
    -----------   -------------                                              
State of Delaware, the corporation may have an office or offices both within and
without the State of Delaware at such places as shall be determined from time to
time by the Board of Directors or as the business of the corporation may
require.

                     ARTICLE II - MEETINGS OF STOCKHOLDERS
                     -------------------------------------

    SECTION ONE.  PLACE OF MEETINGS.  All meetings of the stockholders for the
    -----------   -----------------                                           
election of Directors shall be held in the City of Carrollton, County of Dallas,
State of Texas, at such place as may be fixed from time to time by the Board of
Directors, or at such other place, either within or without the State of
Delaware, as shall be designated from time to time by the Board of Directors and
stated in the notice of the meeting.  Meetings of the stockholders for any other
purpose may be held at such time and place, either within or without the State
of Delaware, as shall be stated in the notice of the meeting or in a duly
executed waiver of notice thereof.

    SECTION TWO. ANNUAL MEETINGS. The annual meeting of the stockholders of the
    -----------   --------------- 
corporation for the purpose of electing directors and transacting such other
business as properly may be brought before the meeting shall be held on such
date and at such time and place, either within or without the State of Delaware,
as shall be designated by the Board of Directors and stated in the notice of the
meeting.

    SECTION THREE.  SPECIAL MEETINGS. Special meetings of the stockholders, for
    -------------   ----------------                                           
any purpose or purposes, unless otherwise prescribed by statute, shall be called
as provided in the Amended and Restated Certificate of Incorporation.

    SECTION FOUR.  NOTICE OF MEETINGS.  Notice of the date, hour,  place and
    ------------   ------------------                                       
purposes of every meeting of the stockholders shall be delivered personally or
mailed not less than ten (10) days nor more than sixty (60) days previous
thereto, to each stockholder of record then entitled to vote who shall have
furnished a written address to the Secretary of the corporation for that
purpose.  Such further notice shall be given as may be required by law or the
Amended and Restated Certificate of Incorporation.  Business transacted at any
special meeting of the stockholders shall be limited to the purposes stated in
the notice.  Meetings may be held without notice if all stockholders then
entitled to vote are present or represented thereat, or if notice is waived by
those not present or represented.
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    SECTION FIVE.  QUORUM AND ADJOURNMENT OF MEETINGS.
    ------------   ---------------------------------- 

    (A) The holders of record of a majority of the shares entitled to vote,
present in person or represented by proxy, shall constitute a quorum at all
meetings of the stockholders for the transaction of the business except as
otherwise provided by law, by the Amended and Restated Certificate of
Incorporation or by these Amended and Restated Bylaws.  If, however, such quorum
shall not be present or represented at any meeting of the stockholders, the
stockholders entitled to vote thereat, present in person, or represented by
proxy, shall have power to adjourn the meeting, from time to time, by majority
vote of those present, without notice other than announcement at the meeting,
until the requisite number of shares of stock then entitled to vote shall be
present.  At such adjourned meeting at which such requisite number of shares of
stock shall be represented, any business may be transacted which might have been
transacted at the meeting as originally notified.

    (B) The number of shares required to constitute a quorum, as set forth
above, may not be reduced to less than a majority of the shares issued and
outstanding without approval of the stockholders.

    SECTION SIX.  VOTING; PROXY.  Each outstanding share of the corporation's
    -----------   -------------                                              
capital stock will be entitled to one vote on each matter submitted to a vote at
a meeting of stockholders, except to the extent that the voting rights of the
shares of any class or series are increased, limited or denied by the Amended
and Restated Certificate of Incorporation.  At each meeting of the stockholders,
every stockholder then having the right to vote at such meeting shall be
entitled to vote in person, or by proxy appointed by an instrument in writing
subscribed by such stockholder and bearing a date not more than three (3) years
prior to such meeting, unless said instrument provides for a longer period.  No
shares of stock of the corporation may be voted by proxy at any stockholder
meeting by any person unless, prior to or at the time of the commencing of the
meeting or reconvening of any adjournment thereof, such proxy shall have been
filed with the Secretary of the corporation.  A duly executed proxy shall be
irrevocable if, and only as long as, it is coupled with an interest sufficient
in law to support an irrevocable power.  A proxy may be made irrevocable
regardless of whether the interest with which it is coupled is an interest in
the stock itself or an interest in the corporation generally.  The vote for
directors, and, upon the demand of any stockholder, the vote upon any question
before the meeting, shall be by ballot, except as otherwise provided in the
Amended and Restated Certificate of Incorporation or as may be required by law.
When a quorum is present at any meeting, the affirmative vote of the majority of
shares present in person or represented by proxy at the meeting and entitled to
vote on the subject matter shall decide any questions brought before such
meeting, unless the question is one upon which, by express provision of statute
or of the Amended and Restated Certificate of Incorporation, a different vote is
required, in which case such express provision shall govern and control the
decisions of such questions.  There shall be no cumulative voting.

    SECTION SEVEN.  ELECTION OF DIRECTORS. Directors shall be nominated and
    -------------   ---------------------                                  
elected as provided in the Amended and Restated Certificate of Incorporation and
shall be elected by a

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plurality of the votes of the shares present in person or
represented by proxy at the meeting and entitled to vote on the election of
directors.

    SECTION EIGHT.  STOCKHOLDERS LIST.  It shall be the duty of the officer who
    -------------   -----------------                                          
shall have charge of the stock ledger to prepare or make, at least ten (10) days
before every election, a complete list of stockholders entitled to vote,
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 for said ten (10) days to the examination of any stockholder during the
usual hours for business and shall be produced and kept either at a place within
the city where the meeting is to be held that is specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list of stockholders 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 NINE.  INSPECTORS OF ELECTION.  The corporation, in advance of each
    ------------   ----------------------                                      
meeting of stockholders, shall appoint one (1) or more inspectors of election to
assist the Secretary of the corporation in the conduct of elections at such
meeting.  If any inspector of election shall for any reason fail to attend and
to act at such meeting, an inspector of election may be appointed by the
chairman of the meeting.

    SECTION TEN.  ORDER OF BUSINESS. At each meeting of the stockholders, one of
    -----------   ----------------- 
the following persons, in the order in which they are listed (and in the absence
of the first, the next, and so on), shall serve as chairman of the meeting:
Chairman of the Board, President, Vice Presidents (in the order of their
seniority if more than one) and Secretary. The order of business at each such
meeting shall be as determined by the chairman of the meeting. Except as may be
limited by law or the Amended and Restated Certificate of Incorporation, the
chairman of the meeting shall have the right and authority to prescribe such
rules, regulations and procedures and to do all such acts and things as are
necessary or desirable for the proper conduct of the meeting, including, without
limitation, the establishment of procedures for the maintenance of order and
safety, limitations on the time allotted to questions or comments on the affairs
of the corporation, restrictions on entry to such meeting after the time
prescribed for the commencement thereof, and the opening and closing of the
voting polls.

                        ARTICLE III - BOARD OF DIRECTORS
                        --------------------------------

    SECTION ONE.  BOARD OF DIRECTORS.  The business and affairs of the
    -----------   ------------------                                  
corporation shall be managed by a Board of Directors.  The Board of Directors
may exercise all such powers of the corporation and do all such lawful acts and
things on its behalf as are not by statute or by the Amended and Restated
Certificate of Incorporation or these Amended and Restated Bylaws directed or
required to be exercised or done by stockholders.  The Board of Directors may
adopt such rules and regulations not inconsistent with the provisions of law,
the Amended and Restated Certificate of Incorporation of the corporation, or
these Amended and Restated Bylaws for the 

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conduct of its meetings and management of the affairs of the corporation as the
Board may deem proper.

    SECTION TWO.  NUMBER; ELECTION; TENURE AND CLASSIFICATION.  The number of
    -----------   -------------------------------------------                
directors constituting the Board shall be as determined pursuant to the Amended
and Restated Certificate of Incorporation.  Directors need not be stockholders.
They shall be elected as provided in the Amended and Restated Certificate of
Incorporation, and shall serve until their respective successors shall be
elected and qualified or until their earlier resignation or removal.

    SECTION THREE.  MEETINGS.  Meetings of the Board of Directors shall be held
    -------------   --------                                                   
at such place, within or without the State of Delaware, as may from time to time
be fixed by resolution of the Board of Directors or may be specified in the call
of any meeting.  Regular meetings of the Board of Directors shall be held at
such times and at such places as may from time to time be fixed by resolution of
the Board of Directors, and no notice of such regular meetings need be given.
Special meetings may be held at any time upon the call of the Chairman of the
Board, the Presi  dent or of three (3) directors, by oral, telegraphic or
written notice, duly delivered, sent or mailed to each director not less than
three (3) days before such meeting.  A meeting of the Board of Directors may be
held, without notice, immediately after the annual meeting of the stockholders,
at the same place at which such meeting was held.  Meetings may be held at any
time without notice if all the directors are present or if those not present
waive notice of the meeting in writing.

    SECTION FOUR.  QUORUM; VOTING.  A quorum for the transaction of business at
    ------------   --------------                                              
all meetings of the Board of Directors shall consist of a majority of the
directors then in office.  If, however, such quorum shall not be present, the
directors present shall have power to adjourn the meeting, from time to time, by
majority vote, without notice other than announcement at the meeting, until the
requisite number of directors shall be present.  The act of the majority of the
directors present at any meeting at which there is a quorum shall be the act of
the Board of Directors, except as may be otherwise specifically provided by law,
the Amended and Restated Certificate of Incorporation or these Amended and
Restated Bylaws.

    SECTION FIVE.  VACANCIES.  Vacancies on the Board of Directors shall be
    ------------   ---------                                               
filled in accordance with the provisions of the Amended and Restated Certificate
of Incorporation.

    SECTION SIX.  RESIGNATION AND REMOVAL.  A director may resign at any time by
    -----------   -----------------------                                       
giving written notice to the Board of Directors or to the President of the
corporation.  Such resignation shall take effect upon receipt thereof by the
Board of Directors or by the President, unless otherwise specified therein.
Removal of directors shall be governed by the provisions of the Amended and
Restated Certificate of Incorporation.

    SECTION SEVEN.  COMPENSATION.  Each director shall receive for services
    -------------   ------------                                           
rendered as a director of the corporation such compensation and reimbursements
as may be fixed by the Board of Directors.  Nothing herein contained shall be
construed to preclude any director from serving the corporation in any other
capacity and receiving compensation therefor.

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    SECTION EIGHT.  TELEPHONIC MEETINGS OF BOARD OF DIRECTORS.  The Board of
    -------------   -----------------------------------------               
Directors may participate in a meeting by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other.  Participation by such means shall constitute
presence in person at such meeting.

    SECTION NINE.  ACTION WITHOUT MEETING.  Unless otherwise restricted by the
    ------------   ----------------------                                     
Amended and Restated Certificate of Incorporation or these Amended and Restated
Bylaws, 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
thereto in writing, and the writing or writings are filed with the minutes of
the proceedings of the Board of Directors or committee.

                                 ARTICLE IV - COMMITTEES
                                 -----------------------

    SECTION ONE.  COMPENSATION COMMITTEE.
    -----------   ---------------------- 

    (A) There may be a Compensation Committee of the Board of Directors
consisting of two (2) or more directors of the corporation designated by
resolution passed by a majority of the entire Board of Directors.  Members of
the Compensation Committee shall have such powers as shall be conferred or
authorized by the resolution establishing such Committee and shall hold office
during their terms as directors; provided that the Board of Directors shall have
the power at any time to remove any of the members thereof and to appoint other
directors in lieu of the persons so removed.  The Board of Directors shall also
designate the Chairman of the Compensation Committee.

    (B) All action of the Compensation Committee shall be reported to the Board
of Directors at its meeting next succeeding such action.  Regular minutes of the
proceedings of the Compensation Committee shall be kept in a book provided for
that purpose.  Vacancies in the Compensation Committee shall be filled by the
Board of Directors.

    (C) A majority of the Compensation Committee shall be necessary to
constitute a quorum, and, in every case, an affirmative vote of a majority of
the members shall be necessary for the passage of any resolution. It shall fix
its own rules of procedure and shall meet as provided by such rules or by
resolution of the Board of Directors, and it shall also meet at the call of the
chairman or of any two (2) members of the Compensation Committee. If the
Compensation Committee fails to fix its own rules, the provisions in these
Amended and Restated Bylaws, pertaining to the calling of meetings and conduct
of business by the Board of Directors, shall apply.

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    SECTION TWO.  AUDIT COMMITTEE.
    -----------   --------------- 

    (A) There may be an Audit Committee of the Board of Directors consisting of
two (2) or more directors, a majority of the members of which shall be
"independent" (as that term is defined by the National Association of Securities
Dealers, Inc. for listing on The Nasdaq National Market) designated by
resolution passed by a majority of the entire Board of Directors.  Members of
the Audit Committee shall hold office during their terms as directors, provided
the Board of Directors shall have the power at any time to remove any of the
members thereof and to appoint other independent directors in lieu of the
persons so removed.  The Board of Directors shall also designate the chairman of
the Audit Committee.  The Audit Committee shall review the scope of the
independent auditors' examinations of the corporation's financial statements and
receive and review their reports.  The Audit Committee shall also meet with the
independent auditors, receive recommendations or suggestions for changes in
accounting procedures and initiate and supervise any special investigations it
may choose to undertake.

    (B) All action of the Audit Committee shall be reported to the Board of
Directors at its meeting next succeeding such action and shall be subject to
revision and alteration by the Board of Directors, provided that no rights of
third parties shall be affected by any such provision or alteration.  Regular
minutes of the proceedings of the Audit Committee shall be kept in a book
provided for that purpose.  Vacancies in the Audit Committee shall be filled by
the Board of Directors.

    (C) A majority of the members of the Audit Committee shall be necessary to
constitute a quorum, and, in every case, an affirmative vote of a majority of
the members shall be necessary for the passage of any resolution.  It shall fix
its own rules of procedure and shall meet as provided by such rules or by
resolution of the Board of Directors, and it shall also meet at the call of the
chairman or of any two (2) members of the Audit Committee.  If the Audit
Committee fails to fix its own rules, the provisions in these Amended and
Restated Bylaws, pertaining to the calling of meetings and conduct of business
by the Board of Directors, shall apply as nearly as may be.

    SECTION THREE.  DESIGNATION AND POWERS OF OTHER COMMITTEES.  The Board of
    -------------   ------------------------------------------               
Directors may, in its discretion, by the affirmative vote of a majority of the
entire Board of Directors, appoint such other committees of two or more
directors which shall have and may exercise such powers as shall be conferred or
authorized by the resolution appointing them.  A majority of any such committee,
if the committee be composed of more than two members, may determine its action
and fix the time and place of its meetings unless the Board of Directors shall
otherwise provide.  The Board of Directors shall have the power at any time to
fill vacancies in, to change the membership of, or to discharge any such
committees.

    SECTION FOUR.  PROCEDURE; MEETINGS; QUORUM.  Regular meetings of any
    ------------   ---------------------------                          
committee of the Board of Directors, of which no notice shall be necessary, may
be held at such times and places as shall be fixed by resolution adopted by a
majority of the members thereof. Special meetings of any committee of the Board
shall be called at the request of any member 

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thereof. Notice of each special meeting of any committee of the Board shall be
sent by mail, telegraph or telephone, or be delivered personally to each member
thereof not later than the day before the day on which the meeting is to be
held, but notice need not be given to any member who shall, either before or
after the meeting, submit a signed waiver of such notice or who shall attend
such meeting without protesting, prior to or at its commencement, the lack of
such notice to such member. Any special meeting of any committee of the Board
shall be a legal meeting without any notice thereof having been given, if all
the members thereof shall be present thereat. Notice of any adjourned meeting of
any committee of the Board need not be given. Any committee of the Board may
adopt such rules and regulations not inconsistent with the provisions of law,
the Amended and Restated Certificate of Incorporation of the corporation or
these Amended and Restated Bylaws for the conduct of its meetings as such
committee may deem proper. A majority of a committee of the Board shall
constitute a quorum for the transaction of business at any meeting, and the vote
of a majority of the members thereof present at any meeting at which a quorum is
present shall be the act of such committee. In the absence or disqualification
of a member, the remaining members, whether or not a quorum, may fill a vacancy.
Each committee of the Board of Directors shall keep written minutes of its
proceedings, a copy of which is to be filed with the secretary of the
corporation, and shall report on such proceedings to the Board.

                                 ARTICLE V - OFFICERS
                                 --------------------

    SECTION ONE.  EXECUTIVE OFFICERS.  The Board of Directors, at its first
    -----------   ------------------                                       
meeting after each annual meeting of stockholders, shall choose a Chairman of
the Board and shall choose a President who shall be a member of the Board of
Directors, and one or more Vice Presidents, a Chief Financial Officer, a
Secretary, a Treasurer and such other officers as it shall deem necessary, who
need not be members of the Board of Directors.  Any two or more offices may be
held by the same person.

    SECTION TWO.  OTHER OFFICERS AND AGENTS.  The Board of Directors may, by
    ------------  -------------------------                                 
resolution, at any time, appoint such other officers and agents as it shall deem
necessary, who shall hold their offices for such terms and shall exercise such
powers and perform such offices as shall be determined from time to time by the
Board of Directors.  To the extent it deems advisable and in the best interests
of the corporation, the Board of Directors may, by resolution, at any time,
delegate the authority granted by this Section to the Chairman of the Board,
Chief Executive Officer and President of the Company, subject to ratification by
the Board of Directors.

    SECTION THREE.  TENURE; RESIGNATION; REMOVAL AND VACANCIES.  The officers of
    -------------   -------------------------------- ---------                  
the corporation shall hold office until their death, their successors are
elected and qualify in their stead or until their resignation or removal,
whichever shall first occur; provided, however, that if the term of office of
any officer elected or appointed pursuant to Section Two of this Article V shall
have been fixed by the Board of Directors, he shall cease to hold such office
not later than the date of expiration of such term regardless of whether any
other person shall have been elected or appointed to succeed him.  Any officer
or agent elected or appointed by the Board 

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of Directors may be removed at any time, with or without cause, by the
affirmative vote of the majority of the entire Board of Directors; provided,
however, that any such removal shall be without prejudice to the rights, if any,
of the officer so employed under any employment contract or other agreement with
the corporation. An officer may resign at any time upon written notice to the
Board of Directors. If the office of any officer becomes vacant by reason of
death, resignation, retirement, disqualification, removal from office or
otherwise, the Board of Directors may choose a successor or successors to hold
such office for such term as may be specified by the Board of Directors.

    SECTION FOUR.  COMPENSATION.  The salaries of all executive officers of the
    ------------   ------------                                                
corporation shall be fixed by the Compensation Committee of the Board of
Directors unless overruled by the action of the Board of Directors.  To the
extent it deems advisable and in the best interests of the corporation, the
Board of Directors may, by resolution, at any time, delegate the authority
granted by this Section to the Chairman of the Board, Chief Executive Officer
and President of the Corporation, subject to ratification by the Board of
Directors or the Company Committee.

    SECTION FIVE.  AUTHORITY AND DUTIES.  All officers as between themselves and
    ------------   --------------------                                         
the corporation, shall have such authority and perform such duties in the
management of the corporation as may be provided in these Amended and Restated
Bylaws.  In addition to the powers and duties hereinafter specifically
prescribed for the respective officers, the Board of Directors may from time to
time impose or confer upon any of the officers such additional duties and powers
as the Board of Directors may see fit, and the Board of Directors may from time
to time impose or confer any or all of the duties and powers hereinafter
specifically prescribed for any officer upon any other officer or officers.

    SECTION SIX. CHAIRMAN OF THE BOARD. The Chairman of the Board shall preside
    -----------  ---------------------
at all meetings of the stockholders and of the Board of Directors at which he is
present. Except where by law the signature of the President is required, the
Chairman of the Board shall possess the same power as the President to sign all
certificates, contracts and other instruments of the corporation. The Chairman
of the Board shall have such other powers and perform such other duties as from
time to time may be conferred or imposed upon him by the Board of Directors.

    SECTION SEVEN.  PRESIDENT.  The President of the corporation shall be the
    -------------   ---------                                                
chief administrative officer of the corporation and, subject to the control of
the Board of Directors and the Chief Executive Officer, will supervise and
control all of the business and affairs of the corporation and, in connection
therewith, shall be authorized to delegate to other officers of the corporation
such of his powers and duties as the President at such times and in such manner
as he may deem to be advisable.  He shall possess power to sign all
certificates, contracts and other instruments of the corporation.  He shall, in
the absence of the Chairman of the Board, preside at all meetings of the
stockholders and of the Board of Directors.  He shall perform all such other
duties as are incident to his office or are properly required of him by the
Board of Directors.  He shall vote, in the name of the corporation, stock or
securities in other corporations or associations 

                                       8
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held by the corporation, unless another officer is designated by the Board of
Directors for the purpose. He shall from time to time report to the Board of
Directors all matters within his knowledge which the interest of the corporation
may require to be brought to their notice, and shall also perform such other
duties as may be assigned to him from time to time by the Board of Directors.

    SECTION EIGHT.  CHIEF EXECUTIVE OFFICER.  The Chief Executive Officer of the
    -------------   -----------------------                                     
corporation shall have, subject only to the Board of Directors, general and
active management and supervision of the business and affairs of the corporation
and shall see that all orders and resolutions of the Board of Directors are
carried into effect.  He shall have all powers and duties or supervision and
management usually vested in the general manager of a corporation, including the
supervision and direction of all other officers of the corporation and the power
to appoint and discharge agents and employees.

    SECTION NINE.  CHIEF FINANCIAL OFFICER.  The Chief Financial Officer of the
    ------------   -----------------------                                     
corporation shall assist the President in the general control and management of
the business affairs of the corporation and shall have such other authority and
responsibilities and perform such other duties as the President shall delegate
or as the President or the Board of Directors shall assign to him.  When
specifically authorized by action of the Board of Directors, he shall possess
power to sign all certificates, contracts and other instruments of the
corporation.  He shall from time to time report to the Board of Directors all
matters within his knowledge which the interest of the corporation may require
to be brought to their notice.

    SECTION TEN. VICE PRESIDENTS. When specifically authorized by action of the
    ------------  --------------- 
Board of Directors, each Vice President shall possess power to sign all
certificates, contracts and other instruments of the corporation, and shall have
such other authority and perform such other duties as may be assigned to them
from time to time by the Board of Directors or as may be designated by these
Amended and Restated Bylaws, the Chairman of the Board or the President.

    SECTION ELEVEN.  CORPORATE SECRETARY.
    --------------   ------------------- 

    (A) The Corporate Secretary (hereinafter called the ("Secretary")  shall
attend all meetings of the Board of Directors and stockholders and act as
secretary thereof, and shall record all votes and the minutes of all proceedings
in a book for that purpose belonging to the corporation to be kept in his
custody and shall perform like duties for all committees of the Board of
Directors.  He shall give or cause to be given notice of all meetings of the
stockholders and of the directors.  He shall keep in safe custody the seal of
the corporation and shall in general perform all of the duties incident to the
office of Secretary, subject to the control of the Board of Directors, and shall
perform such other duties as may be prescribed by the Board of Directors, the
Chairman of the Board or the President.

    (B) The Secretary shall act as transfer agent of the corporation and/or
registrar of its capital stock, with the usual duties pertaining thereto;
provided, however, that the Board of Directors 

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may, by resolution, as to any class of its capital stock appoint one or more
persons one or more persons or corporations as transfer agents and/or registrars
in his stead.

    (C) Each Assistant Secretary shall have the powers of the Secretary subject
to the direction of the Chairman of the Board, the President, the Secretary or
the Board of Directors.

    SECTION TWELVE.  TREASURER.
    --------------   --------- 

    (A) The Treasurer shall have custody of all funds and securities of the
corporation which may come into his hands.  He may endorse, on behalf of the
corporation, for collection, checks, notes and other obligations, and shall
deposit the same to the credit of the corporation in such banks or depositories
as the Board of Directors may designate, or pursuant to the authority of general
or special resolutions of the Board of Directors.  Whenever required by the
Chairman of the Board, the President or the Board of Directors, he shall render
a statement of his accounts. He shall enter regularly, in books of the
corporation to be kept by him for the purpose, full and accurate accounts of all
moneys received and paid by him on the account of the corporation; he shall at
any reasonable time exhibit his books and accounts to any director of the
corporation during business hours; and, he shall perform all acts incident to
the position of Treasurer, subject to the control of the Board of Directors, and
shall perform such other duties as may be prescribed by the Board of Directors,
the Chairman of the Board or the President.  He shall give a bond for the
faithful discharge of his duties in such sum as the Board of Directors may
require.

    (B) Each Assistant Treasurer shall have such of the other duties, and
perform such of the duties, of the Treasurer, as may be prescribed by the Board
of Directors, the Chairman of the Board, the President or the Treasurer.

    SECTION THIRTEEN.  DUTIES OF OFFICERS MAY BE DELEGATED.  For any reason that
    ----------------   -----------------------------------                      
the Directors may deem sufficient, the Board of Directors may delegate the
powers or duties of any officer to any other person, for the time being, except
where otherwise provided by statute.

                       ARTICLE VI - CERTIFICATES OF STOCK
                       ----------------------------------

    SECTION ONE. FORM AND SIGNATURE. Every stockholder shall have a certificate
    -----------  ------------------ 
signed by the Chairman of the Board, the President or a Vice President and the
Treasurer, Secretary or an Assistant Secretary, certifying the number of shares
owned by him in the corporation. Such certificate shall be in such form as the
Board of Directors may from time to time prescribe, and shall be countersigned
and registered in such manner, if any, as the Board of Directors, by resolution,
may prescribe. If the corporation has a transfer agent or an assistant transfer
agent or a transfer clerk acting on its behalf, and a registrar, the signature
of any such officer of the corporation 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

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corporation with the same effect as if he were such officer, transfer agent or
registrar at the date of issue.

    SECTION TWO.  REGISTRATION OF TRANSFER.  The shares of stock of the
    -----------   ------------------------                             
corporation shall be transferable on the books of the corporation by the holder
thereof, in person or by his duly authorized attorney, upon surrender for
cancellation of a certificate or certificates for the same number of shares,
with an assignment and power of transfer duly endorsed thereon or ascribed
thereto, duly executed, with such proof of the authenticity of the signature as
the corporation or its agents may reasonably require; provided, however, that,
if the corporation has a transfer agent, such transfers of stock in accordance
with this Section Two of Article VI shall be the responsibility of such transfer
agent.

    SECTION THREE.  CLOSING OF TRANSFER BOOKS. The Board of Directors shall have
    -------------   -------------------------   
the power to close the stock transfer books of the corporation for a period not
exceeding sixty (60) days preceding the date of any meeting of stockholders or
the date for payment or any dividend or the date for the allotment of rights or
the date when any change or conversion or exchange of capital stock shall go
into effect; provided, however, that in lieu of closing the stock transfer books
as aforesaid, the Board of Directors may fix in advance a date, not exceeding
sixty (60) days preceding the date of any meeting of stockholders or the date
for the payment of any dividend, or the date for the allotment of rights, or the
date when any change or conversion or determination of the stockholders entitled
to notice of, and to vote at, any such meeting, or entitled to receive payment
of any such dividend, or to any such allotment of rights, or to exercise the
rights in respect of any such change, conversion or exchange of capital stock,
and, in such case, such stockholders, and only such stockholders as shall be
stockholders of record on the date so fixed, shall be entitled to such notice
of, and to vote at, such meeting, or to receive payment of such dividends, or to
receive such allotment of rights, or to exercise such rights, as the case may
be, notwithstanding any transfer of any stock on the books of the corporation
after any such record date fixed as aforesaid.

    SECTION FOUR.  ISSUANCE OF NEW SHARES OF STOCK. In the event the corporation
    ------------   ------------------------------- 
issues new shares of stock, the stockholders shall not be entitled to preemptive
rights.

    SECTION FIVE.  LOST CERTIFICATES.  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, on 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 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.

                                       11
<PAGE>
 
    SECTION SIX.  REGISTERED STOCKHOLDERS.  The corporation shall be entitled to
    ------------  -----------------------                                       
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for cause and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares 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 Delaware.

                        ARTICLE VII - GENERAL PROVISIONS
                        --------------------------------

    SECTION ONE.  CONTRACTS, DEEDS, OTHER INSTRUMENTS, ETC.  Contracts and other
    -----------   ----------------------------------------                      
instruments in writing may be made on behalf and in the name of the corporation
as follows: (i) by the officers authorized so to do under Article V of these
Amended and Restated Bylaws, and if required by law, under the corporation seal,
attested by the Secretary or an Assistant Secretary; and (ii) by such officers
and such other persons as the President of the corporation may, in writing,
authorize so to do with respect to specified types of contracts and other
instruments, such authorizations to also specify whether the corporate seal and
attestation by the Secretary or an Assistant Secretary shall be required; and,
if so executed, shall be binding upon the corporation, provided, however, that
the Board of Directors may, by resolution, authorize the execution of contracts,
deeds and other instruments in writing generally or in specific instances in
such manner and by such persons as may therein be designated.  No person shall
have authority, on behalf of the corporation, to sign checks, drafts or other
instruments for the payment of money or notes or acceptances unless specifically
authorized by the Board of Directors or these Amended and Restated Bylaws.

    SECTION TWO.  NOTICES.
    -----------   ------- 

    (A) Whenever by law, the Amended and Restated Certificate of Incorporation
or these Amended and Restated Bylaws notice is required to be given to any
director, officer or stockholder, and no provisions is made as to how such
notice shall be given, it shall not be construed to mean personal notice, but
such notice may be given in writing, by mail, by depositing the same in the post
office or letter box, in a postage prepaid sealed wrapper, addressed to such
stockholder, officer or director at such address as appears on the books of the
corporation, or in default of other address, to such director, officer or
stockholder at the General Post office in the City of Wilmington, Delaware, and
such notice shall be deemed to be given at the time when the same shall be thus
mailed.

    (B) Any stockholder, director or officer may waive any notice required to be
given by law or under these Amended and Restated bylaws.

    SECTION THREE.  FISCAL YEAR.  The fiscal year shall begin the first day of
    --------------  -----------                                               
December in each year.

                                       12
<PAGE>
 
    SECTION FOUR.  BOARD OF DIRECTORS' ANNUAL STATEMENT.  The Board of Directors
    ------------   ------------------------------------                         
shall present at each annual meeting, and when called for by vote of the
stockholders at any special meeting of the stockholders, a full and clear
statement of the business and condition of the corporation.

    SECTION FIVE.  AMENDMENTS. These Amended and Restated Bylaws may be altered,
    ------------   ---------- 
amended or repealed or new Bylaws may be adopted by a majority of the entire
Board of Directors, without any action on the part of the stockholders, at any
meeting of the Board of Directors if notice of such alteration, amendment,
repeal or adoption of new Bylaws be contained in the notice of such meeting;
provided, however, that any such alteration, amendment, repeal or adoption must
be effected in accordance with the Amended and Restated Certificate of
Incorporation. The stockholders of the corporation shall have the power to
adopt, amend or repeal any provisions of the Amended and Restated Bylaws only to
the extent and in the manner provided in the Amended and Restated Certificate of
Incorporation of the corporation. Notwithstanding any other provision contained
herein to the contrary, these Amended and Restated Bylaws shall not be amended
so as to make them inconsistent with any provision of the Amended and Restated
Certificate of Incorporation. The affirmative vote of the holders of at least
80% of the voting power of all of the then-outstanding shares of the Voting
Stock (as defined in the Amended and Restated Certificate of Incorporation),
voting together as a single class, shall be required to alter, amend, repeal, or
adopt any provision inconsistent with the preceding sentence.

    SECTION SIX.  APPLICATION OF THESE AMENDED AND RESTATED BYLAWS. In the event
    -----------   -------------------------------- ---------------              
that any provision of these Amended and Restated Bylaws is or may be in conflict
with any law of the United States, of the State of Delaware, or of any other
governmental body or power having jurisdiction of this corporation, or over the
subject matter to which such provision of these Amended and Restated Bylaws
applies, or may apply, such provision of these Amended and Restated Bylaws shall
be inoperative to the extent only that the operation thereof conflicts with such
law, and shall in all other respects be in full force and effect.

    SECTION SEVEN.  INDEMNIFICATION BY CORPORATION.
    -------------   ------------------------------ 

    (A) Any person who was or is a party or is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as director, officer, employee or agent (including
trustee) of another corporation, partnership, joint venture, trust or other
enterprise, shall be indemnified by the corporation (funds paid or required to
be paid to any person as a result of the provisions of this Section Seven shall
be returned to the corporation or reduced, as the case may be, to the extent
that such person receives funds pursuant to an indemnification from any such
other corporation, partnership, joint venture, trust or enterprise) to the
fullest extent permissible under Delaware law, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actu  ally and
reasonably incurred by such person in connection with such action, suit or
proceeding, 

                                       13
<PAGE>
 
if he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe that his
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction or upon a plea of nolo contendere or its
                                                          ---------------       
equivalent, shall not, of itself, create a presumption that the person seeking
indemnification did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe that his conduct was unlawful.  Entry of a judgment by consent as part
of a settlement shall not be deemed a final adjudication of liability for
negligence or misconduct in the performance of any duty, nor of any other issue
or matter.

    (B) Any person who was or is a party or is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding, by or in the
right of the corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent (including trustee) of another corporation,
partnership, joint venture, trust or other enterprise, shall be indemnified by
the corporation (funds paid or required to be paid to any person as a result of
the provisions of this Section Seven shall be returned to the corporation or
reduced, as the case may be, to the extent that such person receives funds
pursuant to an indemnification from any such other corporation, partnership,
joint venture, trust or enterprise) to the fullest extent permissible under
Delaware law against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of such
action, suit or proceeding, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery of the State of Delaware or the court in which such action, suit or
proceeding was brought shall determine upon application that, despite the
adjudication of liability but in view of the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
the Court of Chancery or such other court shall deem proper.

    (C) To the extent that a director, officer, employee or agent of the
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in paragraph (A) or (B) of this Section
Seven, or in defense of any claim, issue or matter therein, he shall be
indemnified by the corporation against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith.

    (D) Any indemnification under paragraph (A) or (B) of this Section Seven
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in paragraphs (A) and (B) of this
Section Seven.  Such determination shall be made as follows: (i) by majority
vote of the directors who were not parties to such action, suit or proceeding,
even though less than a 

                                       14
<PAGE>
 
quorum of the Board of Directors; or (ii) if there are no such directors, or if
such directors so direct, by independent legal counsel in a written opinion; or
(iii) by the holders of a majority of the shares of capital stock of the
corporation entitled to vote thereon.

    (E) Expenses incurred by an officer or director in defending a civil or
criminal action, suit or proceeding may be paid in advance of final disposition
upon receipt of an undertaking by or on behalf of such director or officer to
repay such amount if it shall ultimately be determined that he is not entitled
to be indemnified by the corporation as authorized in this Section Seven.  Such
expenses incurred by other employees and agents may be so paid upon such terms
and conditions, if any, as the Board of Directors deems appropriate.

    (F) The indemnification and advancement of expenses provided by, or granted
pursuant to, the other paragraphs of this Section Seven shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in an
official capacity and as to action in another capacity while holding such
office.

    (G) The indemnification and advancement of expenses provided by, or granted
pursuant to, this Section Seven shall, unless otherwise provided when authorized
or ratified, continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.

    SECTION EIGHT.  CORPORATE SEAL.  The corporate seal shall have inscribed
    -------------   --------------                                          
thereon the name of the corporation and the words "Corporate Seal, Delaware".

    SECTION NINE.  CONFLICTS WITH AMENDED AND RESTATED CERTIFICATE OF
    ------------   --------------------------------------------------
INCORPORATION.  In the event of a conflict between the provisions of these
-------------                                                             
Amended and Restated Bylaws and the Amended and Restated Certificate of
Incorporation, the provisions of the Amended and Restated Certificate of
Incorporation shall control.  The affirmative vote of the holders of at least
80% of the voting power of all of the then-outstanding shares of the Voting
Stock (as defined in the Amended and Restated Certificate of Incorporation),
voting together as a single class, shall be required to alter, amend, repeal, or
adopt any provision inconsistent with this Section Nine.

                                       15