<PAGE>   1
                                                                     EXHIBIT 3.2


                                     BYLAWS

                          for the regulation, except as
                        otherwise provided by statute or
            the Articles of Incorporation, as amended or restated, of

                             BARRY'S JEWELERS, INC.
                            a California corporation



<PAGE>   2
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
Section    Title                                                  Page
-------    -----                                                  ----
<S>        <C>                                                     <C>
           ARTICLE I. GENERAL PROVISIONS

1.01       Principal Executive Office                               1
1.02       Number of Directors                                      1

           ARTICLE II. SHARES AND SHAREHOLDERS

2.01       Meetings of Shareholders                                 1

           (a)   Place of Meetings                                  1
           (b)   Annual Meetings                                    1
           (c)   Special Meetings                                   2
           (d)   Notice of Meetings                                 2
           (e)   Manner of Bringing Business
                 Before Meeting                                     3
           (f)   Adjourned Meeting and Notice
                 Thereof                                            4
           (g)   Waiver of Notice                                   4
           (h)   Quorum                                             4

2.02       Organization and Conduct of Meeting                      5

           (a) Chairman of the Meeting                              5
           (b) Right to Attend                                      6

2.03       Voting of Shares                                         6

           (a) In General                                           6
           (b) Cumulative Voting                                    6
           (c) Voting by Ballot                                     6

2.04       Proxies                                                  6
2.05       Inspectors of Election                                   7

           (a) Appointment                                          7
           (b) Duties                                               7

2.06       Record Date                                              8
2.07       Informalities and Irregularities                         8
</TABLE>



                                      -i-
<PAGE>   3
<TABLE>
<CAPTION>
Section    Title                                                  Page
-------    -----                                                  ----
<S>        <C>                                                     <C>
2.08       Share Certificates                                       9

           (a) In General                                           9
           (b) Two or More Classes or Series                        9
           (c) Special Restrictions                                 9


2.09       Transfer of Certificates                                10
2.10       Lost Certificates                                       10


           ARTICLE III. DIRECTORS

3.01       Powers                                                  10
3.02       Committees of the Board                                 11
3.03       Election and Term of Office                             11
3.04       Vacancies                                               11
3.05       Removal                                                 12
3.06       Resignation                                             12
3.07       Meetings of the Board of Directors and
           Committees                                              12
           (a)  Regular Meetings                                   12
           (b)  Organization Meeting                               12
           (c)  Special Meetings                                   12
           (d)  Notices; Waivers                                   13
           (e)  Adjournment                                        13
           (f)  Place of Meeting                                   13
           (g)  Presence by Conference Telephone
                Call                                               13
           (h)  Quorum and Voting                                  13

3.08       Action Without Meeting                                  14
3.09       Committee Meetings                                      14


           ARTICLE IV. OFFICERS

4.01       Officers                                                14
4.02       Elections                                               14
4.03       Other officers                                          14
4.04       Removal                                                 14
4.05       Resignation                                             14
4.06       Vacancies                                               15
4.07       Chairman of the Board                                   15
4.08       President                                               15
4.09       Vice President                                          15
4.10       Secretary                                               16
4.11       Chief Financial officer                                 16
</TABLE>


                                      -ii-

<PAGE>   4
<TABLE>
<CAPTION>
Section    Title                                                  Page
-------    -----                                                  ----
<S>        <C>                                                     <C>
4.12       Treasurer                                               16


           ARTICLE V. MISCELLANEOUS

5.01       Records and Reports                                     16

           (a) Books of Account and Proceedings                    16
           (b) Annual Report                                       17
           (c) Shareholders Requests for
               Financial Reports                                   17

5.02       Rights of Inspection                                    17
           (a) By Shareholders                                     17
               (1) Record of Shareholders                          17
               (2) Corporate Records                               15
               (3) Bylaws                                          18
           (b) By Directors                                        18
5.03       Checks, Drafts, Etc                                     18
5.04       Representation of Shares of Other
           corporations                                            15
5.05       Indemnification and Insurance                           19
           (a) Right to Indemnification                            19
           (b) Right of Claimant to Bring Suit                     19
           (c) Non-Exclusivity of Rights                           20
           (d) Insurance                                           20

           (e) Indemnification of Employees and
               Agents of the Corporation                           21
5.06       Employee Stock Purchase Plans                           21
5.07       Construction and Definitions                            21


ARTICLE VI.  AMENDMENTS

6.01       Power of Shareholders                                   21
6.02       Power of Directors                                      22
</TABLE>



                                     -iii-
<PAGE>   5
                                     BYLAWS

                for the regulation, except as otherwise provided
                  by statute or the Articles of Incorporation,
                      as amended or restated (the "Articles
                             of Incorporation"), of

                             BARRY'S JEWELERS, INC.

                          ARTICLE I. GENERAL PROVISIONS


Section 1.01 Principal Executive Office. The principal executive office of the
corporation shall be located at 111 West Lemon Avenue, Monrovia, California
90160. The Board of Directors shall have the power to change the principal
office to another location and may fix and locate one or more subsidiary offices
within or without the State of California.

Section 1.02 Number of Directors. The affairs of the corporation shall be
managed by a Board of Directors consisting of seven (7) directors.

                       ARTICLE II. SHARES AND SHAREHOLDERS

Section 2.01 Meetings of Shareholders.

           (a) Place of Meetings. Meetings of shareholders shall be held at the
principal executive office of the corporation or at any other location within or
without the State of California designated by the Board of Directors. In the
absence of a specific designation, shareholders' meetings shall be held at the
principal executive office of the corporation.

           (b) Annual Meetings. An annual meeting of the shareholders of the
corporation shall be held on the second Wednesday of each November commencing at
10:00 a.m. local time or on such other date and time as may be designated by the
Board of Directors, in no case more than 15 months after (i) in the case of the
first such meeting following the confirmation of the corporation's plan of
reorganization in its case under chapter 11 of the United States Bankruptcy
Code, the effective date of such plan, or (ii) in the case of each such meeting
thereafter, the last preceding annual meeting, all in accordance with Section
600 of the California General Corporation Law. Should any day set for an annual
meeting fall upon a legal holiday, the annual meeting of shareholders shall be
held at the same time on the next day thereafter ensuing which is a full
business day. At each annual meeting directors shall be elected and any other
business properly brought before the meeting (as prescribed in subpart (e) of
this Section 2.01) may be transacted.


                                       -1-



<PAGE>   6
           (c) Special Meetings. Special meetings of the shareholders may be
held whenever and wherever (subject to subpart (a) of this Section 2.01) called
by the Chairman of the Board, any two directors, the President of the
corporation or upon the delivery of proper written request of the holders of
shares entitled to cast not less than ten percent (10%) of the votes at such
meeting. The business which may be conducted at any such special meeting will be
confined to the purposes stated in the notice thereof provided by the
corporation to the shareholders and to such additional matters as the Chairman
of such meeting may rule to be germane to such purposes.

                   For purposes of this section, proper request for the call of
a special meeting shall be made by a written request (i) specifying the purposes
for any special meeting requested and providing the information required by
subpart (e) of this Section 2.01, (ii) delivered either in person or by
registered or certified mail, return receipt requested, (iii) to the Chairman of
the Board, or such other person as may be specifically authorized by law to
receive such request. Within 20 days after receipt of proper written request, a
special meeting shall be called by the corporation and notice given in the
manner required by these Bylaws and the meeting shall be held at a time
requested by the person or persons who requested the calling of the meeting, but
not less than 35 days nor more than 60 days after receipt by the Chairman of the
Board or such other person of such proper written request.

           (d) Notice of Meetings. Notice of any shareholders, meeting shall be
given by the Board of Directors, on behalf of the corporation, not less than 10
nor more than 60 days before the date of the meeting to each shareholder
entitled to vote thereat. Such notice shall state the place, date and hour of
the meeting and (i) in the case of a special meeting, the general nature of the
business to be transacted, or (ii) in the case of an annual meeting, those
matters which the Board, at the time of the giving of the notice, intends to
present for action by the shareholders. The notice of any meeting at which
directors are to be elected shall include the names of nominees intended at the
time of the notice to be presented by the Board for election.

                      If action is proposed to be taken at any meeting, which
action is within Sections 310, 902, 1201, 1900 or 2007 of the General
Corporation Law of the State of California, the notice shall also state the
general nature of that proposal.

                   Notice of a shareholders' meeting shall be given either
personally or by first-class mail, or other means of written communication,
charges prepaid, addressed to the shareholder at the address of such shareholder
appearing on the books of the corporation or given by the shareholder to the
corporation for the purpose of notice; or if no such

                                      -2-



<PAGE>   7
address appears or is given, at the place where the principal executive office
of the corporation is located or by publication at least once in a newspaper of
general circulation in the county in which the principal executive office is
located. The notice shall be deemed to have been given at the time when
delivered personally or deposited in the mail or sent by other means of written
communication. An affidavit of mailing of any notice executed by the secretary,
assistant secretary or any transfer agent, shall be prima facie evidence of the
giving of the notice.

           (e) Manner of Bringing Business Before Meeting. At any annual or
special meeting of shareholders only such business (including nomination as a
director) shall be conducted as shall have been properly brought before the
meeting. In order to be properly brought before the meeting, such business must
have either been (1) specified in the written notice of the meeting (or any
supplement thereto) given to shareholders who were such on the record date for
such meeting by or at the direction of the Board of Directors pursuant to
subpart (d) of this Section 2.01, (2) brought before the meeting at the
direction of the Board of Directors or the Chairman of the meeting, selected as
provided in Section 2.02(a) of this Article II, (3) specified in a written
notice given by or on behalf of a shareholder who was such on the record date
for such meeting and entitled to vote thereat or a duly authorized proxy for
such shareholder, in accordance with all of the following requirements. A notice
referred to in clause (3) hereof must be delivered personally to, or mailed to
and received at, the principal executive office of the Company, addressed to the
attention of the Secretary, not more than fifteen (15) days after the date of
the initial notice referred to in clause (1) hereof, in the case of business to
be brought before a special meeting of shareholders, and not less than thirty
(30) days prior to the anniversary date of the initial notice referred to in
clause (1) hereof with respect to the previous year's annual meeting, in the
case of business to be brought before an annual meeting of shareholders. Such
notice referred to in clause (3) hereof shall set forth (i) a full description
of each such item of business proposed to be brought before the meeting and the
reasons for conducting such business at such meeting, (ii) the name and address
of the person proposing to bring such business before the meeting, (iii) the
number of shares held of record, held beneficially, and represented by proxy by
such person as of the record date for the meeting, if such date has been made
available, or as of a date not later than thirty days prior to the anniversary
date of the initial notice referred to in clause (1) hereof, if the record date
has not been made available, (iv) if any item of such business involves a
nomination for director, the name, age, address and business experience during
the past five years of such nominee, (v) any material interest of such
shareholder in the specified business, and (vi) whether or not such shareholder

                                      -3-



<PAGE>   8
is a member of any group pursuant to any agreement, arrangement, relationship,
understanding, or otherwise, whether or not in writing, formed in whole or in
part for the purpose of acquiring, owning, or voting shares of the corporation.
No business shall be brought before any meeting of the shareholders of the
corporation otherwise than as provided in this Section.

                   The Chairman of the meeting may, if the facts warrant,
determine that any proposed item of business or nomination as director was not
brought before the meeting in accordance with the foregoing procedure, and if he
should so determine, he shall so declare to the meeting and the improper item of
business or nomination shall be disregarded.

           (f) Adjourned Meeting and Notice Thereof. Any meeting of shareholders
may be adjourned from time to time by the vote of a majority of the shares
represented either in person or by proxy whether or not a quorum is present.
When a shareholders' meeting is adjourned to another time or place, notice need
not be given of the adjourned meeting if the time and place thereof are
announced at the meeting at which the adjournment is taken. At the adjourned
meeting the corporation may transact any business which might have been
transacted at the original meeting. However, if the adjournment is for more than
45 days or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting (in accordance with subpart (d) of
this Section 2.01) shall be given to each shareholder of record entitled to vote
at the meeting.

           (g) Waiver of Notice. The transaction of any meeting of shareholders,
however called and noticed, and wherever held, are as valid as though had at a
meeting duly held after regular call and notice, if a quorum is present either
in person or by proxy, and if, either before or within fifteen (15) days after
the meeting, each of the persons entitled to vote, not present in person or by
proxy, signs a written waiver of notice or a consent to the holding of the
meeting or an approval of the minutes thereof. The waiver of notice or consent
need not specify either the business to be transacted or the purpose of any
annual or special meeting of shareholders, except that if action is taken or
proposed to be taken for approval of any of those matters specified in the
second paragraph of subpart (d) of this Section 2.01, the waiver of notice or
consent shall state the general nature of the proposal. All such waivers,
consents and approvals shall be filed with the corporate records or made a part
of the minutes of the meeting.

           (h) Quorum. The presence in person or by proxy of the persons
entitled to vote a majority of the shares entitled to vote at any meeting shall
constitute a quorum for the transaction of business. If a quorum is present, the

                                       -4-



<PAGE>   9
affirmative vote of the majority of the shares represented and voting at the
meeting (which shares voting affirmatively also constitute at least a majority
of the required quorum) shall be the act of the shareholders, unless the vote of
a greater number or voting by classes is required by law, the Articles of
Incorporation of the corporation or these Bylaws, as applicable.

                   The shareholders present at a duly called or held meeting at
which a quorum is present may continue to transact business until adjournment
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum, provided that any action taken (other than adjournment) must be approved
by at least a majority of the shares required to constitute a quorum.

Section 2.02 Organization and Conduct of Meeting.

           (a) Chairman of the Meeting. Each shareholders' meeting will be
called to order and thereafter chaired by the Chairman of the Board if there
then is one; or, if not, or if the Chairman of the Board is absent or so
requests, then by the President; or if both the Chairman of the Board and the
President are unavailable, then by such other officer of the corporation or such
shareholder as may be appointed by the Board of Directors. The Secretary (or in
his or her absence an Assistant Secretary) of the corporation will act as
secretary of each shareholders' meeting; if neither the Secretary nor an
Assistant Secretary is in attendance, the Chairman of the meeting may appoint
any person (whether a shareholder or not) to act as secretary thereat. After
calling a meeting to order, the Chairman thereof may require the registration of
all shareholders intending to vote in person, and the filing of all proxies,
with the election inspector or inspectors, if one or more have been appointed
(or, if not, with the secretary of the meeting). After the announced time for
such filing of proxies has ended, no further proxies or changes, substitutions,
or revocations of proxies will be accepted. Absent a showing of bad faith on his
or her part, the Chairman of a meeting will, among other things, have absolute
authority to determine the order of business to be conducted at such meeting and
to establish rules for, and appoint personnel to assist in, preserving the
orderly conduct of the business of the meeting (including any informal, or
question and answer, portions thereof). Any informational or other informal
session of shareholders conducted under the auspices of the corporation after
the conclusion of or otherwise in conjunction with any formal business meeting
of the shareholders will be chaired by the same person who chairs the formal
meeting, and the foregoing authority on his or her part will extend to the
conduct of such informal session.


                                       -5-



<PAGE>   10
           (b) Right to Attend. Except only to the extent of persons designated
by the Board of Directors or the Chairman of the meeting to assist in the
conduct of the meeting, and except as otherwise permitted by the Board or such
Chairman, the persons entitled to attend any meeting of shareholders may be
confined to (i) shareholders entitled to vote thereat and (ii) the persons upon
whom proxies valid for purposes of the meeting have been conferred or their duly
appointed substitutes (if the related proxies confer a power of substitution). A
person otherwise entitled to attend any such meeting will cease to be so
entitled if, in the judgment of the Chairman of the meeting, such person engages
thereat in disorderly conduct impeding the proper conduct of the meeting in the
interests of all shareholders as a group.

Section 2.03 Voting of Shares.

           (a) In General. Except as otherwise provided in the Articles of
Incorporation and subject to subpart (b) hereof, each outstanding share,
regardless of class, shall be entitled to one vote on each matter submitted to a
vote of shareholders.

           (b) Cumulative Voting. At any election of directors, every
shareholder complying with this subpart (b) and entitled to vote may cumulate
his or her votes and give one candidate a number of votes equal to the number of
directors to be elected multiplied by the number of votes to which the
shareholder's shares are entitled, or distribute the shareholder's votes on the
same principle among as many candidates as the shareholder thinks fit. No
shareholder shall be entitled to cumulate votes (i.e., cast for any one or more
candidates a number of votes greater than the number of votes which such
shareholder normally is entitled to cast) unless such candidate or candidates
names have been placed in nomination prior to the voting and the shareholder has
given notice at the meeting prior to the voting of the shareholder's intention
to cumulate the shareholder's votes. If any one shareholder has given such
notice, all shareholders may cumulate their votes for candidates in nomination.
In any election of directors, the candidates receiving the highest number of
affirmative votes up to the number of directors to be elected by such shares
will be elected; votes against a director and votes withheld shall have no legal
effect.

           (c) Voting by Ballot. Voting will be by ballot on any matter as to
which a ballot vote is demanded, prior to the time the voting begins, by any
person entitled to vote on such matter; otherwise a voice vote will suffice.

Section 2.04 Proxies. Every person entitled to vote shares may authorize another
person or persons to act by proxy with respect to such shares. No proxy shall be
valid after the expiration of 11 months from the date thereof unless otherwise

                                       -6-



<PAGE>   11
provided in the proxy. Every proxy continues in full force and effect until
revoked by the person executing it prior to the vote pursuant thereto, except as
otherwise provided herein or in the California General Corporation Law. Such
revocation may be effected by a writing delivered to the corporation stating
that the proxy is revoked or by a subsequent proxy executed by the person
executing the prior proxy and presented to the meeting, or as to any meeting by
attendance at such meeting and voting in person by the person executing the
proxy. The dates contained on the forms of proxy presumptively determine the
order of execution, regardless of the postmark dates on the envelopes in which
they are mailed. A proxy is not revoked by the death or incapacity of the maker
unless, before the vote is counted, written notice of such death or incapacity
is received by the corporation. The revocability of a proxy that states on its
face that it is irrevocable shall be governed by the provisions of Sections
705(e) and 705(f) of the California General Corporation Law.

Section 2.05 Inspectors of Election.

           (a) Appointment. In advance of any meeting of shareholders the Board
may appoint inspectors of election to act at the meeting and any adjournment
thereof. If inspectors of election are not so appointed, or if any persons so
appointed fail to appear or refuse to act, the Chairman of any meeting of
shareholders may, and on the request of any shareholder or a shareholder's proxy
shall, appoint inspectors of election (or persons to replace those who so fail
or refuse) at the meeting. The number of inspectors shall be either one or
three. If appointed at a meeting on the request of one or more shareholders or
proxies, the majority of shares represented in person or by proxy shall
determine whether one or three inspectors are to be appointed.

           (b) Duties. The inspectors of election shall determine the number of
shares outstanding and the voting power of each, the shares represented at the
meeting, the existence of a quorum and the authenticity, validity and effect of
proxies, receive votes, ballots or consents, hear and determine all challenges
and questions in any way arising in connection with the right to vote, count and
tabulate all votes or consents, determine when the polls shall close, determine
the result and do such acts as may be proper to conduct the election or vote
with fairness to all shareholders. The inspectors of election shall perform
their duties impartially, in good faith, to the best of their ability and as
expeditiously as is practical. If there are three inspectors of election, the
decision, act or certificate of a majority is effective in all respects as the
decision, act or certificate of all. Any report or certificate made by the
inspectors of election is prima facie evidence of the facts stated therein.


                                       -7-



<PAGE>   12
Section 2.06 Record Date. In order that the corporation may determine the
shareholders entitled to notice of any meeting or to vote or entitled to receive
payment of any dividend or other distribution or allotment of any rights or
entitled to exercise any rights in respect of any other lawful action, the Board
may fix, in advance, a record date, which shall not be more than 60 nor less
than 10 days prior to the date of such meeting nor more than 60 days prior to
any other action. If no record date is fixed:

                     (1) The record date for determining shareholders entitled
to notice of or to vote at a meeting of shareholders shall be at the close of
business on the business day next preceding the day on which notice is given or,
if notice is waived, at the close of business on the business day next preceding
the day on which the meeting is held.

                     (2) The record date for determining shareholders entitled
to give consent to corporate action in writing without a meeting, when no prior
action by the Board has been taken, shall be the day on which the first written
consent is given.

                     (3) The record date for determining shareholders for any
other purpose shall be at the close of business on the day on which the Board
adopts the resolution relating thereto, or the 60th day prior to the date of
such other action, whichever is later.

A determination of shareholders of record entitled to notice of or to vote at a
meeting of shareholders shall apply to any adjournment of the meeting unless the
Board fixes a new record date for the adjourned meeting, but the Board shall fix
a new record date if the meeting is adjourned for more than 45 days from the
date set for the original meeting.

         Shareholders at the close of business on the record date are entitled
to notice and to vote or to receive the dividend, distribution or allotment of
rights or to exercise the rights, as the case may be, notwithstanding any
transfer of any shares on the books of the corporation after the record date,
except as otherwise provided in the Articles of Incorporation or by agreement or
in the California General Corporation Law.

Section 2.07 Informalities and Irregularities.

         All informalities or irregularities in any call or notice of a meeting,
or in the areas of credentials, proxies, quorums, voting, and similar matters,
will be deemed waived if no objection is made at the meeting. Attendance of a
person at a meeting shall also constitute a waiver of notice of such meeting,
except when the person objects, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened, and except that

                                       -8-



<PAGE>   13
attendance at a meeting is not a waiver of any right to object to the
consideration of matters not included in the notice of such meeting if such
objection is expressly made at the meeting.

Section 2.08 Share Certificates.

           (a) In General. The corporation shall issue a certificate or
certificates representing shares of its capital stock. Each certificate so
issued shall be signed in the name of the corporation by the Chairman or Vice
Chairman of the board or the President or a Vice President and by the Chief
Financial Officer or an Assistant Treasurer or the Secretary or any Assistant
Secretary, shall state the name of the record owner thereof and shall certify
the number of shares and the class or series of shares represented thereby. Any
or all of the signatures on the 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 has 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 such person were an officer, transfer
agent or registrar at the date of issue.

           (b) Two or More Classes or Series. If the shares of the corporation
are classified or if any class of shares has two or more series, there shall
appear on the certificate one of the following:

                     (1) A statement of the rights, preferences, privileges, and
restrictions granted to or imposed upon the respective classes or series of
shares authorized to be issued and upon the holders thereof; or

                     (2) A summary of such rights, preferences, privileges and
restrictions with reference to the provisions of the Articles of Incorporation
and any certificates of determination establishing the same; or

                     (3) A statement setting forth the office or agency of the
corporation from which shareholders may obtain upon request and without charge,
a copy of the statement referred to in subparagraph (1).

           (c) Special Restrictions. There shall also appear on the certificate
(unless stated or summarized under subparagraph (1) or (2) of subpart (b) above)
the statements required by all of the following clauses to the extent
applicable:

                     (1) The fact that the shares are subject to restrictions
upon transfer.


                                       -9-



<PAGE>   14
                     (2) If the shares are assessable, a statement that they are
assessable.

                     (3) If the shares are not fully paid, a statement of the
total consideration to be paid therefor and the amount paid thereon.

                     (4) The fact that the shares are subject to a voting
agreement or an irrevocable proxy or restrictions upon voting rights
contractually imposed by the corporation.

                     (5) The fact that the shares are redeemable.

                     (6) The fact that the shares are convertible and the period
for conversion.

Section 2.09 Transfer of Certificates. Where a certificate for shares is
presented to the corporation or its transfer clerk or transfer agent with a
request to register a transfer of shares, the corporation shall register the
transfer, cancel the certificate presented, and issue a new certificate if: (a)
the security is endorsed by the appropriate person or persons; (b) reasonable
assurance is given that those endorsements are genuine and effective; (c) the
corporation has no notice of adverse claims or has discharged any duty to
inquire into such adverse claims; (d) any applicable law relating to the
collection of taxes has been complied with; (e) the transfer is not in violation
of any federal or state securities laws; and (f) the transfer is in compliance
with any and all applicable agreements governing the transfer of the shares.

Section 2.10 Lost Certificates. Where a certificate has been lost, destroyed or
wrongfully taken, the corporation shall issue a new certificate in place of the
original if the owner: (a) so requests before the corporation has notice that
the certificate has been acquired by a bona fide purchaser; (b) files with the
corporation a lost instrument affidavit and a sufficient indemnity bond, if so
requested by the Board of Directors; and (c) satisfies any other reasonable
requirements as may be imposed by the Board. Except as above provided, no new
certificate for shares shall be issued in lieu of an old certificate unless the
corporation is ordered to do so by a court in the judgment in an action brought
under Section 419(b) of the California General Corporation Law.

                             ARTICLE III. DIRECTORS

Section 3.01 Powers. Subject to the provisions of the California General
Corporation Law and the Articles of Incorporation, the business and affairs of
the corporation shall be managed and all corporate powers shall be exercised by
or under the direction of the Board of Directors. The Board may delegate the
management of the day-to-day operations

                                      -10-



<PAGE>   15
of the business of the corporation to a management company or other person
provided that the business and affairs of the corporation shall be managed and
all corporate powers shall be exercised under the ultimate direction of the
Board.

Section 30.2 Committees of the Board. The Board may, by resolution adopted by a
majority of the authorized number of directors, designate one or more
committees, each consisting of two or more directors, to serve at the pleasure
of the Board. Such committees may include, without limitation, an Audit
Committee and a Compensation Committee. Except to the extent provided in the
applicable resolution of the Board passed in accordance with subpart (h) of
Section 3.07 of the Bylaws, no such committee shall have any of the authority of
the Board but, rather, shall act in an advisory capacity only; and, in any
event, no such committee shall possess the Board's authority with respect to:

                     (1) The approval of any action which also requires, under
the California General Corporation Law, shareholders' approval or approval of
the outstanding shares;

                     (2) The filling of vacancies on the Board or in any
committee.

                     (3) The fixing of compensation of the directors for serving
on the Board or on any committee.

                     (4) The amendment or repeal of bylaws or the adoption of
bylaws.

                     (5) The amendment or repeal of any resolution of the Board
which by its express terms is not so amendable or repealable.

                     (6) A distribution (within the meaning of the California
General Corporation Law) to the shareholders of the corporation, except at a
rate or in a periodic amount or within a price range determined by the Board.

                     (7) The appointment of other committees of the Board or the
members thereof.

Section 3.03 Election and Term of Office. The directors shall be elected only at
each annual meeting of shareholders but, if any such annual meeting is not held
or the directors are not elected thereat, the directors may be elected at any
special meeting of shareholders held for that purpose. Each director, including
a director elected to fill a vacancy, shall hold office until the expiration of
the term for which elected and until a successor has been elected and qualified.

Section 3.04 Vacancies. Vacancies on the Board may be filled, except as
otherwise provided in the Articles of


                                      -11-



<PAGE>   16
Incorporation, by resolution of the Board (i) passed by unanimous written
consent or at a Board meeting if the number of directors signing such consent
would constitute a quorum at a meeting or a quorum is established at such
meeting and the vote meets the requirements of subpart (h) of Section 3.07 of
the Bylaws, or (ii) passed by unanimous written consent of the remaining
directors, if the number of directors remaining is insufficient to constitute a
quorum. The shareholders may elect a director or directors to fill any vacancy
or vacancies not filled by the directors.

         The Board of Directors shall have the power to declare vacant the
office of a director who has been declared of unsound mind by an order of court,
or convicted of a felony.

Section 3.05 Removal. Any or all of the directors may be removed without cause
if such removal is approved by the vote of a majority of the outstanding shares
entitled to vote, except that no director may be removed (unless the entire
board is removed) when the votes cast against removal, or not consenting in
writing to such removal, would be sufficient to elect such director if voted
cumulatively at an election at which the same total number of votes were cast
(or, if the action is taken by written consent, all shares entitled to vote were
voted) and the entire number of directors authorized at the time of the
director's most recent election were then being elected.

Section 3.06 Resignation. Any director may resign effective upon giving written
notice to the Chairman of the Board, the President, the Secretary or the Board
of Directors of the corporation, unless the notice specifies a later time for
the effectiveness of such resignation. If the resignation is effective at a
future time, a successor may be elected to take office when the resignation
becomes effective.

Section 3.07 Meetings of the Board of Directors and Committees.

           (a) Regular Meetings. Regular meetings of the Board of Directors may
be held without notice at such time and place within or without the State as may
be designated from time to time by resolution of the Board or by written consent
of all members of the Board or in these bylaws.

           (b) Organization Meeting. Immediately following each annual meeting
of shareholders the Board of Directors shall hold a regular meeting for the
purpose of organization, election of officers, and the transaction of other
business. Notice of such meetings is hereby dispensed with.

           (c) Special Meetings. Special meetings of the Board of Directors for
any purpose or purposes may be called at any


                                      -12-



<PAGE>   17
time by the Chairman of the Board, by the President, by any Vice President, by
the Secretary, or by any two directors.

           (d) Notices; Waivers. Special meetings shall be held upon forty-eight
hours' notice by mail or telegram or twenty four hours notice delivered
personally or by telephone. Notice of a meeting need not be given to any
director who signs a waiver of notice or a consent to holding the meeting or an
approval of the minutes thereof, whether before or after the meeting, or who
attends the meeting without protesting, prior thereto or at its commencement,
the lack of notice to such director. All such waivers, consents and approvals
shall be filed with the corporate records or made a part of the minutes of the
meeting.

           (e) Adjournment. One-half (1/2) of the authorized number of directors
may adjourn any meeting to another time and place. If the meeting is adjourned
for more than 24 hours, notice of such adjournment to another time and place
shall be given prior to the time of the adjourned meeting to the directors who
were not present at the time of adjournment.

           (f) Place of Meeting. Meetings of the Board may be held at any place
within or without the State of California which has been designated in the
notice of the meeting or, if not stated in the notice or there is no notice,
then such meeting shall be held at the principal executive office of the
corporation.

           (g) Presence by Conference Telephone Call. Members of the Board may
participate in a meeting through use of conference telephone or similar
communications equipment, so long as all members participating in such meeting
can hear one another. Such participation constitutes presence in person at such
meeting.

           (h) Quorum and Voting. For the transaction of business and other
actions by the Board, (i) a majority of the number of directors then specified
pursuant to Section 1.02 hereof shall constitute a quorum, and (ii) except as
otherwise expressly provided in these Bylaws, every act or decision done or made
by greater than one-half (1/2) of the number of directors present at a meeting
duly held at which a quorum is present shall be the act of the Board of
Directors; except that if an alternate quorum or majority is required by law or
by the Articles of Incorporation and such alternate provisions expressly permit
no change in the numerical requirements, such alternate provisions shall apply.
A meeting at which a quorum is initially present may continue to transact
business notwithstanding the withdrawal of directors, if any action taken is
approved by at least a majority of the required quorum for such meeting.


                                      -13-



<PAGE>   18
Section 3.08 Action Without Meeting. Any action required or permitted to be
taken by the Board of Directors, may be taken without a meeting if all members
of the Board shall individually or collectively consent in writing to such
action, provided that the number of such directors consenting meets the minimum
quorum requirement of subpart (h) of Section 3.07 of the Bylaws. Such written
consent or consents shall be filed with the minutes of the proceedings of the
Board. Such action by written consent shall have the same force and effect as a
unanimous vote of such directors.

Section 3.09 Committee Meetings. The provisions of Sections 3.07 and 3.08 of
these bylaws apply also to committees of the Board and action by such
committees, mutatis mutandis.

                              ARTICLE IV. OFFICERS

Section 4.01 Officers. The officers of the corporation shall consist of a
Chairman of the Board or a President, or both, a Secretary, a Chief Financial
Officer, and such additional officers as may be elected or appointed in
accordance with Section 4.03 of these bylaws and as may be necessary to enable
the corporation to sign instruments and share certificates. Any number of
offices may be held by the same person.

Section 4.02 Elections. All officers of the corporation, except such officers as
may be otherwise appointed in accordance with Section 4.03, shall be chosen by
the Board of Directors, and shall serve at the pleasure of the Board of
Directors, subject to the rights, if any, of an officer under any contract of
employment.

Section 4.03 Other Officers. The Board of Directors, the Chairman of the Board,
or the President at their or his discretion, may appoint one or more Vice
Presidents, one or more Assistant Secretaries, a Treasurer, one or more
Assistant Treasurers, or such other officers as the business of the corporation
may require, each of whom shall hold office for such period, have such authority
and perform such duties as the Board of Directors, the Chairman of the Board, or
the President, as the case may be, may from time to time determine.

Section 4.04 Removal. Subject to the rights, if any, of an officer under any
contract of employment, any officer may be removed, either with or without
cause, by the Board of Directors, or, except in case of an officer chosen by the
Board of Directors, by any officer upon whom such power of removal may be
conferred by the Board of Directors, without prejudice to the rights, if any, of
the corporation under any contract to which the officer is a party.

Section 4.05 Resignation. Any officer may resign at any time by giving written
notice to the Board of Directors or to the

                                      -14-



<PAGE>   19
President, or to the Secretary of the corporation without prejudice to the
rights, if any, of the corporation under any contract to which the officer is a
party. Any such resignation shall take effect at the date of the receipt of such
notice or at any later time specified therein; and, unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.

Section 4.06 Vacancies. A vacancy in any office because of death, resignation,
removal, disqualification or any other cause shall be filled in the manner
prescribed in these bylaws for regular appointments to such office.

Section 4.07 Chairman of the Board. The Chairman of the Board, if there shall be
such an officer, shall, if present, preside at all meetings of the Board of
Directors and of shareholders and exercise and perform such other powers and
duties as may be from time to time assigned to him by the Board of Directors. If
there is no President, the Chairman of the Board shall in addition be the chief
executive officer of the corporation and shall have the powers and duties
prescribed in Section 4.08 below.

Section 4.08 President. Subject to such supervisory powers, if any, as may be
given by the Board of Directors to the Chairman of the Board, if there be such
an officer, the President shall be general manager and chief executive officer
of the corporation and shall, subject to the control of the Board of Directors,
have general supervision, direction and control of the business and affairs of
the corporation. He may preside, in the absence of the Chairman of the Board, or
if there be none, at meetings of the shareholders and of the Board of Directors.
He shall be ex-officio a member of all the standing committees, including the
executive committee, if any, and shall have the general powers and duties of
management usually vested in the office of president of a corporation, and shall
have such other powers and duties as may be prescribed by the Board of Directors
or these Bylaws.

Section 4.09 Vice President. In the absence of the President or in the event of
the President's inability or refusal to act, the Senior Vice President or Vice
President, or in the event there be more than one Senior Vice President or Vice
President, the Senior Vice President or Vice President designated by the Board
of Directors, or if no such designation is made, in order of their election,
shall perform the duties of President and when so acting, shall have all the
powers of and be subject to all the restrictions upon the President. Any Senior
Vice President or Vice President shall perform such other duties as from time to
time may be assigned to such Senior Vice President or Vice President by the
President or the Board of Directors.


                                      -15-



<PAGE>   20
Section 4.10 Secretary. The Secretary shall keep or cause to be kept the minutes
of proceedings and record of shareholders, as provided for and in accordance
with Section 5.01(a) of these Bylaws.

         The Secretary shall give, or cause to be given, notice of all meetings
of the shareholders and of the Board of Directors required by these Bylaws or by
law to be given, and shall have such other powers and perform such other duties
as may be prescribed by the Board of Directors.

Section 4.11 Chief Financial Officer. The Chief Financial officer shall have
general supervision, direction and control of the financial affairs of the
corporation and shall have such other powers and duties as may be prescribed by
the Board of Directors or these Bylaws. In the absence of a named treasurer, the
Chief Financial Officer shall also have the powers and duties of the Treasurer
as hereinafter set forth and shall be authorized and empowered to sign as
Treasurer in any case where such officer's signature is required.

Section 4.12 Treasurer. The Treasurer shall keep or cause to be kept the books
and records of account as provided for and in accordance with Section 5.01(a) of
these Bylaws. The books of account shall at all reasonable times be open to
inspection by any director.

         The Treasurer shall deposit all moneys and other valuables in the name
and to the credit of the corporation with such depositaries as may be designated
by the Board of Directors. He shall disburse the funds of the corporation as may
be ordered by the Board of Directors, shall render to the President and
directors, whenever they request it, an account of all of his transactions as
Treasurer and of the financial condition of the corporation, and shall have such
other powers and perform such other duties as may be prescribed by the Board of
Directors or these Bylaws. In the absence of a named Chief Financial Officer,
the Treasurer shall be deemed to be the Chief Financial Officer and shall have
the powers and duties of such office as hereinabove set forth.

                            ARTICLE V. MISCELLANEOUS

Section 5.01 Records and Reports.

           (a) Books of Account and Proceedings. The corporation shall keep
adequate and correct books and records of account and shall keep minutes of the
proceedings of its shareholders, Board and committees of the Board and shall
keep at its principal executive office, or at the office of its transfer agent
or registrar, a record of its shareholders, giving the names and addresses of
all shareholders and the number and class of shares held by each. Such minutes
shall be kept in written form. Such other books and records shall be kept

                                      -16-



<PAGE>   21
either in written form or in any other form capable of being converted into
written form.

           (b) Annual Report. An annual report to shareholders referred to in
Section 1501 of the California General Corporation Law is expressly dispensed
with, but nothing herein shall be interpreted as prohibiting the Board of
Directors from issuing annual or other periodic reports to the shareholders of
the corporation as they consider appropriate.

           (c) Shareholders' Requests for Financial Reports. If no annual report
for the last fiscal year has been sent to shareholders, the corporation shall,
upon the written request of any shareholder made more than 120 days after the
close of that fiscal year, deliver or mail to the person making the request
within 30 days thereafter the financial statements for that year required by
Section 1501(a) of the California General Corporation Law. Any shareholder or
shareholders holding at least five percent (5%) of the outstanding shares of any
class of stock of this corporation may make a written request to the corporation
for an income statement of the corporation for the three-month, six-month or
nine-month period of the current fiscal year ended more than 30 days prior to
the date of the request and a balance sheet of the corporation as of the end of
such period, and the corporation shall deliver or mail the statements to the
person making the request within 30 days thereafter. A copy of the statements
shall be kept on file in the principal office of the corporation for 12 months
and they shall be exhibited at all reasonable times to any shareholder demanding
an examination of them or a copy shall be mailed to such shareholder upon
demand.

Section 5.02 Rights of Inspection.

           (a)       By Shareholders.

                     (1) Record of Shareholders. Any shareholder or shareholders
holding at least five percent (5%) in the aggregate of the outstanding voting
shares of the corporation shall have an absolute right to do either or both of
the following: (i) inspect and copy the record of shareholders names and
addresses and shareholdings during usual business hours upon five business days'
prior written demand upon the corporation, or (ii) obtain from the transfer
agent for the corporation, upon written demand and upon the tender of its usual
charges for such a list (the amount of which charges shall be stated to the
shareholder by the transfer agent upon request), a list of the shareholders
names and addresses, who are entitled to vote for the election of directors, and
their shareholdings, as of the most recent record date for which it has been
compiled or as of a date specified by the shareholder subsequent to the date of
demand. The list shall be made available on or before the later of five business
days after

                                      -17-



<PAGE>   22
demand is received or the date specified therein as the date as of which the
list is to be compiled.

                             The record of shareholders shall also be open to 
inspection and copying by any shareholder or holder of a voting trust
certificate at any time during usual business hours upon written demand on the
corporation, for a purpose reasonably related to such holder's interests as a
shareholder or holder of a voting trust certificate.

                     (2) Corporate Records. The accounting books and records and
minutes of proceedings of the shareholders and the Board and committees of the
Board shall be open to inspection upon the written demand on the corporation of
any shareholder or holder of a voting trust certificate at any reasonable time
during usual business hours, for a purpose reasonably related to such holder's
interests as a shareholder or as the holder of such voting trust certificate.
This right of inspection shall also extend to the records of any subsidiary of
the corporation.

                     (3) Bylaws. The corporation shall keep at its principal
executive office in this state, the original or a copy of its Bylaws as amended
to date, which shall be open to inspection by the shareholders at all reasonable
times during office hours.

           (b) By Directors. Every director shall have the absolute right at any
reasonable time to inspect and copy all books, records and documents of every
kind and to inspect the physical properties of the corporation of which such
person is a director and also of its subsidiary corporations, domestic or
foreign. Such inspection by a director may be made in person or by agent or
attorney and the right of inspection includes the right to copy and make
extracts.

Section 5.03 Checks, Drafts, Etc. All checks, drafts or other orders for payment
of money, notes or other evidences of indebtedness, issued in the name of or
payable to the corporation, shall be signed or endorsed by such person or
persons and in such manner as, from time to time, shall be determined by
resolution of the Board of Directors.

Section 5.04 Representation of Shares of other Corporations. The Chairman of the
Board, if any, the President or any Vice President of this corporation, or any
other person authorized to do so by the Chairman of the Board, the President or
any Vice President, is authorized to vote, represent and exercise on behalf of
this corporation all rights incident to any and all shares of any other
corporation or corporations standing in the name of this corporation. The
authority herein granted to said officers to vote or represent on behalf of this
corporation any and all shares held by this corporation in any other corporation
or corporations may be exercised either by

                                      -18-



<PAGE>   23
such officers in person or by any other person authorized so to do by proxy or
power of attorney duly executed by said officers.

Section 5.05 Indemnification and Insurance.

           (a) Right to Indemnification. Each person who was or is made a party
to or is threatened to be made a party to or is involuntarily involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "Proceeding"), by reason of the fact that he or
she, or a person of whom he or she is the legal representative, is or was a
director or officer of the corporation or is or was serving (during such
person's tenure as director or officer) at the request of the corporation, any
other corporation, partnership, joint venture, trust or other enterprise in any
capacity, whether the basis of such Proceeding is an alleged action in an
official capacity as a director or officer or in any other capacity while
serving as a director or officer, shall be indemnified and held harmless by the
corporation to the fullest extent authorized by California General Corporation
Law, as the same exists or may hereafter be amended (but, in the case of any
such amendment, only to the extent that such amendment permits the corporation
to provide broader indemnification rights than said law permitted the
corporation to provide prior to such amendment), against all expenses, liability
and loss (including, without limitation, attorneys fees, judgments, fines, ERISA
excise taxes or penalties and amounts to be paid in settlement) reasonably
incurred or suffered by such person in connection therewith. The right to
indemnification conferred in this Section shall be a contract right and shall
include the right to be paid by the corporation the expenses incurred in
defending any such Proceeding in advance of its final disposition; provided,
however, that, if California General Corporation Law requires, the payment of
such expenses in advance of the final disposition of a Proceeding shall be made
only upon receipt by the corporation of an undertaking by or on behalf of such
director or officer to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be indemnified under
this Section or otherwise. No amendment to or repeal of this Section 5.05 shall
apply to or have any effect on any right to indemnification provided hereunder
with respect to any acts or omissions occurring prior to such amendment or
repeal.

           (b) Right of Claimant to Bring Suit. If a claim for indemnity,
advance or other payment under paragraph (a) of this Section is not paid in full
by the corporation within ninety (90) days after a written claim has been
received by the corporation, the claimant may at any time thereafter bring suit
against the corporation to recover the unpaid amount of the claim, together with
interest thereon, and, if successful in whole or in part, the claimant shall be
entitled to be paid

                                      -19-



<PAGE>   24
also the expense of prosecuting such claim including reasonable attorneys' fees
incurred in connection therewith. It shall be a defense to any such action
(other than an action brought to enforce a claim for expenses incurred in
defending any Proceeding in advance of its final disposition where the required
undertaking, if any is required, has been tendered to the corporation) that the
claimant has not met the standards of conduct which make it permissible under
California General Corporation Law for the corporation to indemnify the claimant
for the amount claimed, but the burden of proving such defense shall be on the
corporation. Neither the failure of the corporation (including its Board of
Directors, independent legal counsel, or its shareholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in California General Corporation Law,
nor an actual determination by the corporation (including its Board of
Directors, independent legal counsel, or its shareholders) that the claimant has
not met such applicable standard of conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable standard of
conduct.

           (c) Non-Exclusivity of Rights. The rights conferred in this Section
shall not be exclusive of any other right which any director, officer, employee
or agent may have or hereafter acquire under any statute, provisions of the
Articles of Incorporation, bylaw, agreement, vote of shareholders or
disinterested directors or otherwise, to the extent such additional rights to
indemnification are authorized in the Articles of Incorporation of the
corporation.

           (d) Insurance. In furtherance and not in limitation of the powers
conferred by statute:

                     (1) the corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation, or is serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against any expense, liability or loss, whether or not
the corporation would have the power to indemnify such person against such
expense, liability or loss under the California General Corporation Law; and

                     (2) the corporation may create a trust fund, grant a
security interest and/or use other means (including, without limitation, letters
of credit, surety bonds and/or other similar arrangements), as well as enter
into contracts providing indemnification to the full extent authorized or
permitted by law and including as part thereof provisions with respect to any or
all of the foregoing to ensure the payment

                                      -20-



<PAGE>   25
of such amounts as may become necessary to effect indemnification as provided
therein, or elsewhere.

           (e) Indemnification of Employees and Agents of the Corporation. The
corporation may, to the extent authorized from time to time by the Board of
Directors, grant rights to indemnification, including the right to be paid by
the corporation the expenses incurred in defending any Proceeding in advance of
its final disposition, to any employee or agent of the corporation to the
fullest extent of the provisions of this Section or otherwise with respect to
the indemnification and advancement of expenses of directors and officers of the
corporation.

Section 5.06 Employee Stock Purchase Plans. The corporation may adopt and carry
out a stock purchase plan or agreement or stock option plan or agreement
providing for the issue and sale for such consideration as may be fixed of its
unissued shares, or of issued shares acquired or to be acquired, to one or more
of the employees or directors of the corporation or of a subsidiary or to a
trustee on their behalf and for the payment for such shares in installments or
at one time, and may provide for aiding any such persons in paying for such
shares by compensation for services rendered, promissory notes or otherwise.

         A stock purchase plan or agreement or stock option plan or agreement
may include, among other features, the fixing of eligibility for participation
therein, the class and price of shares to be issued or sold under the plan or
agreement, the number of shares which may be subscribed for, the method of
payment therefor, the reservation of title until full payment therefor, the
effect of the termination of employment, an option or obligation on the part of
the corporation to repurchase the shares upon termination of employment, subject
to the provisions of the California General Corporation Law, restrictions upon
transfer of the shares and the time limits of and termination of the plan.

Section 5.07 Construction and Definitions. Unless the context otherwise
requires, the general provisions, rules of construction and definitions
contained in the California General Corporation Law shall govern the
construction of these Bylaws. Without limiting the generality of the foregoing,
the masculine gender includes the feminine and neuter, the singular number
includes the plural and the plural number includes the singular, and the term
"person" includes a corporation as well as a natural person.

                             ARTICLE VI. AMENDMENTS

Section 6.01 Power of Shareholders. New Bylaws may be adopted or these Bylaws
may be amended or repealed by the


                                      -21-



<PAGE>   26
affirmative vote of a majority of the outstanding shares entitled to vote.

Section 6.02 Power of Directors. Subject to the right of shareholders as
provided Section 6.01 to adopt, amend or repeal any provision of these Bylaws,
any such provision may be adopted, amended or repealed by the affirmative vote
of the directors present at a meeting duly held at which a quorum is present or
by the unanimous written consent of directors, provided that the number of
directors signing such consent would constitute a quorum at a meeting.
Notwithstanding the foregoing provision of this Section 6.02, no amendment or
repeal of any provision of Section 2.01(c)-(e) (Special Meetings, Etc.), Section
2.02 (Organization and Conduct of Meeting), Section 3.07 (Meetings of the Board
of Directors and Committees), Section 5.05 (Indemnification and Insurance), or
this Section 6.02 shall be made by the Board of Directors unless the number of
directors approving such amendment or repeal constitutes at least a majority of
the number of directors then specified pursuant to Section 1.02 hereof.


                                      -22-



<PAGE>   27
THIS IS TO CERTIFY:

         That I am the duly elected, qualified and acting Secretary of Barry's
Jewelers, Inc. and that the foregoing Bylaws were adopted as the Bylaws of said
corporation as of the 30th day of June, 1992 as a result of the order of the
United States Bankruptcy Court confirming the corporation's Plan of
Reorganization in its case under chapter 11 of the United States Bankruptcy
Code, in accordance with Section 1400(b) of the California General Corporation
Law.

Dated as of June 30, 1992.


                                              /s/  GERSON I. FOX
                                              ----------------------------------
                                              Gerson I. Fox
                                              Secretary


                                      -24-