Exhibit 3.2



                               BY-LAWS

                                 OF

                     BUCYRUS INTERNATIONAL, INC.

                (hereinafter called the "Corporation")


                              ARTICLE I

                               OFFICES

     Section 1.  Registered Office.  The registered office of the
Corporation shall be in the City of Wilmington, County of New Castle,
State of Delaware.

     Section 2.  Other Offices.  The Corporation may also have offices at
such other places both within and without the State of Delaware as the
Board of Directors may from time to time determine.


                             ARTICLE II

                      MEETINGS OF STOCKHOLDERS

     Section 1.  Place of Meetings.  Meetings of the stockholders for the
election of directors or for any other purpose shall be held at such time
and 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 or in a duly executed waiver of notice thereof.

     Section 2.  Annual Meetings.  The annual meetings of stockholders
shall be held on such date and at such time as shall be designated from
time to time by the Board of Directors and stated in the notice of the
meeting, at which meetings the stockholders shall elect by a plurality
vote a Board of Directors, and transact such other business as may
properly be brought before the meeting. Written notice of the annual
meeting stating the place, date and hour of the meeting shall be given to
each stockholder entitled to vote at such meeting not less than 10 nor
more than 60 days before the date of the meeting.

     Section 3.  Special Meetings.  Unless otherwise prescribed by law or
by the Certificate of Incorporation, special meetings of stockholders, for
any purpose or purposes, may be called by either (i) the Chairman, if
there be one, (ii) the President or (iii) the Secretary, and shall be
called by any such officer at the request in writing of a majority of the
Board of Directors. Such request shall state the purpose or purposes of
the proposed meeting. Written notice of a special meeting stating the
place, date and hour of the meeting and the purpose or purposes for which
the meeting is called shall be given not less than 10 nor more than
60 days before the date of the meeting to each stockholder entitled to
vote at such meeting.

     Section 4.  Quorum.  Except as otherwise prescribed by law or by the
Certificate of Incorporation, the holders of a majority of the capital
stock issued and outstanding and entitled to vote thereat, present in
person or represented by proxy, shall constitute a quorum at all meetings
of the stockholders for the transaction of business. 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, without notice other than announcement at the meeting, until a
quorum shall be present or represented. At such adjourned meeting at which
a quorum shall be present or represented, any business may be transacted
which might have been transacted at the meeting as originally noticed. If
the adjournment is for more than thirty days, or if after the adjournment
a new record date is fixed for the adjourned meeting, a notice of the
adjourned meeting shall be given to each stockholder entitled to vote at
the meeting in accordance with Section 2 or 3 above.

     Section 5.  Voting.  Unless otherwise prescribed by law, the
Certificate of Incorporation or these By-laws, any question brought before
any meeting of stockholders shall be decided by the vote of the holders of
a majority of the stock represented and entitled to vote thereat. Unless
otherwise prescribed by law or the Certificate of Incorporation, each
stockholder represented at a meeting of stockholders shall be entitled to
cast one vote for each share of the capital stock entitled to vote thereat
held by such stockholder. Such votes may be cast in person or by proxy but
no proxy shall be voted on or after three years from its date, unless such
proxy provides for a longer period. The Board of Directors, in its
discretion, or the officer of the Corporation presiding at a meeting of
stockholders, in his or her discretion, may require that any votes cast at
such meeting shall be cast by written ballot.

     Section 6.  List of Stockholders Entitled to Vote.  The officer of
the Corporation who has charge of the stock ledger of the Corporation
shall prepare and make, at least 10 days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least 10 days prior to the meeting,
either at a place within the city where the meeting is to be held, which
place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall
also be produced and kept at the time and place of the meeting during the
whole time thereof, and may be inspected by any stockholder of the
Corporation who is present.

     Section 7.  Stock Ledger.  The stock ledger of the Corporation shall
be the only evidence as to who are the stockholders entitled to examine
the stock ledger, the list required by Section 6 of this Article II or the
books of the Corporation, or to vote in person or by proxy at any meeting
of stockholders.

     Section 8.  Nomination of Directors.  Only persons who are nominated
in accordance with the following procedures shall be eligible for election
as directors of the Corporation. Nominations of persons for election to
the Board of Directors may be made at any annual meeting of stockholders
(a) by or at the direction of the Board of Directors (or any duly
authorized committee thereof) or (b) by any stockholder of the Corporation
(i) who is a stockholder of record on the date of the giving of the notice
provided for in this Section 8 and on the record date for the
determination of stockholders entitled to vote at such annual meeting and
(ii) who complies with the notice procedures set forth in this Section 8.

     In addition to any other applicable requirements, for a nomination
to be made by a stockholder, such stockholder must have given timely
notice thereof in proper written form to the Secretary of the Corporation.


     To be timely, a stockholder's notice to the Secretary must be
delivered to or mailed and received at the principal executive offices of
the Corporation not less than 60 days nor more than 90 days prior to the
date of the annual meeting of stockholders; provided, however, that in the
event that less than 70 days' notice or prior public disclosure of the
date of the meeting is given or made, notice by the stockholder to be
timely must be so received not later than the close of business on the
tenth (10th) day following the day on which such notice of the date of the
annual meeting was mailed or such public disclosure of the date of the
annual meeting was made, whichever first occurs.

     To be in proper written form, a stockholder's notice to the
Secretary must set forth (a) as to each person whom the stockholder
proposes to nominate for election as a director (i) the name, age,
business address and residence address of the person, (ii) the principal
occupation or employment of the person, (iii) the class or series and
number of shares of capital stock of the Corporation that are owned
beneficially or of record by the person and (iv) any other information
relating to the person that would be required to be disclosed in a proxy
statement or other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to Section 14
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and the rules and regulations promulgated thereunder; and (b) as to the
stockholder giving the notice (i) the name and record address of such
stockholder, (ii) the class or series and number of shares of capital
stock of the Corporation that are owned beneficially or of record by such
stockholder, (iii) a description of all arrangements or understandings
between such stockholder and each proposed nominee and any other person or
persons (including their names) pursuant to which the nomination(s) are to
be made by such stockholder, (iv) a representation that such stockholder
intends to appear in person or by proxy at the meeting to nominate the
persons named in its notice and (v) any other information relating to such
stockholder that would be required to be disclosed in a proxy statement or
other filings required to be made in connection with solicitations of
proxies for election of directors pursuant to Section 14 of the Exchange
Act and the rules and regulations promulgated thereunder. Such notice must
be accompanied by a written consent of each proposed nominee to being
named as a nominee and to serve as a director if elected.

     No person shall be eligible for election as a director of the
Corporation unless nominated in accordance with the procedures set forth
in this Section 8. If the Chairman of the meeting determines that a
nomination was not made in accordance with the foregoing procedures, the
Chairman shall declare to the meeting that the nomination was defective
and such defective nomination shall be disregarded.

     Section 9.  Business at Annual Meetings.  No business may be
transacted at an annual meeting of stockholders, other than business that
is either (a) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the Board of Directors (or any
duly authorized committee thereof), (b) otherwise properly brought before
the annual meeting by or at the direction of the Board of Directors (or
any duly authorized committee thereof) or (c) otherwise properly brought
before the annual meeting by any stockholder of the Corporation (i) who is
a stockholder of record on the date of the giving of the notice provided
for in this Section 9 and on the record date for the determination of
stockholders entitled to vote at such annual meeting and (ii) who complies
with the notice procedures set forth in this Section 9.

     In addition to any other applicable requirements, for business to be
properly brought before an annual meeting by a stockholder, such
stockholder must have given timely notice thereof in proper written form
to the Secretary of the Corporation.

     To be timely, a stockholder's notice to the Secretary must be
delivered to or mailed and received at the principal executive offices of
the Corporation not less than 60 days nor more than 90 days prior to the
date of the annual meeting of stockholders; provided, however, that in the
event that less than 70 days' notice or prior public disclosure of the
date of the meeting be given or made, notice by the stockholder to be
timely must be so received not later than the close of business on the
tenth (10th) day following the day on which such notice of the date of the
annual meeting was mailed or such public disclosure of the date of the
annual meeting was made, whichever first occurs.

     To be in proper written form, a stockholder's notice to the
Secretary must set forth as to each matter such stockholder proposes to
bring before the annual meeting (i) a brief description of the business
desired to be brought before the annual meeting and the reasons for
conducting such business at the annual meeting, (ii) the name and record
address of such stockholder, (iii) the class or series and number of
shares of capital stock of the Corporation that are owned beneficially or
of record by such stockholder, (iv) a description of all arrangements or
understandings between such stockholder and any other person or persons
(including their names) in connection with the proposal of such business
by such stockholder and any material interest of such stockholder in such
business and (v) a representation that such stockholder intends to appear
in person or by proxy at the annual meeting to bring such business before
the meeting.

     No business shall be conducted at the annual meeting of stockholders
except business brought before the annual meeting in accordance with the
procedures set forth in this Section 9, provided, however, that, once
business has been properly brought before the annual meeting in accordance
with such procedures, nothing in this Section 9 shall be deemed to
preclude discussion by any stockholder of any such business. If the
Chairman of an annual meeting determines that business was not properly
brought before the annual meeting in accordance with the foregoing
procedures, the Chairman shall declare to the meeting that the business
was not properly brought before the meeting and such business shall not be
transacted.


                             ARTICLE III

                              DIRECTORS

     Section 1.  Number and Election of Directors.  The Board of Directors
shall consist of seven (7) directors or such other greater or lesser
number as shall be fixed from time to time by further resolution of this
Board of Directors. Except as provided in Section 2 of this Article III,
directors shall be elected by a plurality of the votes cast at annual
meetings of stockholders, and each director so elected shall hold office
until the next annual meeting and until his or her successor is duly
elected and qualified, or until his or her earlier death, resignation or
removal. Directors need not be stockholders.

     Section 2.  Vacancies, Resignations and Removals of Directors.  Any
vacancy on the Board of Directors that results from an increase in the
number of directors may be filled by a majority of the Board of Directors
then in office, provided that a quorum is present, and any other vacancy
occurring in the Board of Directors may be filled by a majority of the
directors then in office, even if less than a quorum, or by a sole
remaining director. Any director of any class elected to fill a vacancy
resulting from an increase in such class shall hold office for a term that
shall coincide with the remaining term of that class. Any director elected
to fill a vacancy not resulting from an increase in the number of
directors shall have the same remaining term as his or her predecessor.
Any director of the Corporation may resign at any time, by giving notice
in writing to the Chairman of the Board of Directors, the President or the
Secretary of the Corporation.  Such resignation shall take effect at the
time therein specified or, if no time is specified, immediately; and,
unless otherwise specified in such notice, the acceptance of such
resignation shall not be necessary to make it effective.  Except as
otherwise required by applicable law, any director or the entire Board of
Directors may be removed from office at any time by the affirmative vote
of the holders of at least a majority in voting power of the issued and
outstanding capital stock of the Corporation entitled to vote in the
election of directors.

     Section 3.  Duties and Powers.  The business of the Corporation shall
be managed by or under the direction of the Board of Directors which may
exercise all such powers of the Corporation and do all such lawful acts
and things as are not by statute or by the Certificate of Incorporation or
by these By-laws directed or required to be exercised or done by the
stockholders.

     Section 4.  Meetings.  The Board of Directors of the Corporation may
hold meetings, both regular and special, either within or without the
State of Delaware. Regular meetings of the Board of Directors may be held
without notice at such time and at such place as may from time to time be
determined by the Board of Directors. Special meetings of the Board of
Directors may be called by the Chairman, if there be one, the President,
or by a majority of the directors then in office. Notice thereof stating
the place, date and hour of the meeting shall be given to each director
either by mail not less than forty-eight (48) hours before the date of the
meeting, by telephone or telegram on twenty-four (24) hours' notice, or on
such shorter notice as the person or persons calling such meeting may deem
necessary or appropriate in the circumstances.

     Section 5.  Quorum.  Except as otherwise prescribed by law, the
Certificate of Incorporation or these By-laws, at all meetings of the
Board of Directors, a majority of the entire Board of Directors shall
constitute a quorum for the transaction of business and the act of a
majority of the directors present at any meeting at which there is a
quorum shall be the act of the Board of Directors. If a quorum shall not
be present at any meeting of the Board of Directors, the directors present
thereat may adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum shall be present.

     Section 6.  Actions of Board.  Unless otherwise prescribed by the
Certificate of Incorporation or these By-laws, 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 the 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
proceedings of the Board of Directors or committee.

     Section 7.  Meetings by Means of Conference Telephone.  Unless
otherwise prescribed by the Certificate of Incorporation or these By-laws,
members of the Board of Directors of the Corporation, or any committee
designated by the Board of Directors, may participate in a meeting of the
Board of Directors or such committee by means of a conference telephone or
similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in a
meeting pursuant to this Section 7 shall constitute presence in person at
such meeting.

     Section 8.  Compensation.  The directors may be paid their expenses,
if any, of attendance at each meeting of the Board of Directors and may be
paid, in cash or stock of the Corporation, a fixed sum for attendance at
each meeting of the Board of Directors or a stated salary as a director.
No such payment shall preclude any director from serving the Corporation
in any other capacity and receiving compensation therefor. Members of
special or standing committees may be allowed like compensation for
attending committee meetings.

     Section 9.  Interested Directors.  No contract or transaction between
the Corporation and one or more of its directors or officers, or between
the Corporation and any other corporation, partnership, association, or
other organization in which one or more of its directors or officers are
directors or officers, or have a financial interest, shall be void or
voidable solely for this reason, or solely because the director or officer
is present at or participates in the meeting of the Board of Directors or
committee thereof which authorizes the contract or transaction, or solely
because his or their votes are counted for such purpose if (i) the
material facts as to his or their relationship or interest and as to the
contract or transaction are disclosed or are known to the Board of
Directors or the committee, and the Board of Directors or committee in
good faith authorizes the contract or transaction by the affirmative votes
of a majority of the disinterested directors, even though the
disinterested directors be less than a quorum; or (ii) the material facts
as to his or their relationship or interest and as to the contract or
transaction are disclosed or are known to the stockholders entitled to
vote thereon, and the contract or transaction is specifically approved in
good faith by vote of the stockholders; or (iii) the contract or
transaction is fair as to the Corporation as of the time it is authorized,
approved or ratified, by the Board of Directors, a committee thereof or
the stockholders. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of
Directors or of a committee which authorizes the contract or transaction.


                             ARTICLE IV

                               OFFICERS

     Section 1.  General.  The officers of the Corporation shall be
chosen by the Board of Directors and shall be a President, a Secretary and
a Treasurer. The Board of Directors, in its discretion, may also choose a
Chairman of the Board of Directors (who must be a director) and one or
more Vice Presidents, Assistant Secretaries, Assistant Treasurers and
other officers. Any number of offices may be held by the same person,
unless otherwise prohibited by law, the Certificate of Incorporation or
these By-laws. The officers of the Corporation need not be stockholders of
the Corporation nor, except in the case of the Chairman of the Board of
Directors, need such officers be directors of the Corporation.

     Section 2.  Election.  The Board of Directors at its first meeting
held after each annual meeting of stockholders shall elect the officers of
the Corporation who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined from
time to time by the Board of Directors; and all officers of the
Corporation shall hold office until their successors are chosen and
qualified, or until their earlier death, resignation or removal. Any
officer elected by the Board of Directors may be removed at any time by
the affirmative vote of a majority of the Board of Directors. Any vacancy
occurring in any office of the Corporation shall be filled by the Board of
Directors. The salaries of all officers of the Corporation shall be fixed
by the Board of Directors.

     Section 3.  Voting Securities Owned by the Corporation.  Powers of
attorney, proxies, waivers of notice of meeting, consents and other
instruments relating to securities owned by the Corporation may be
executed in the name of and on behalf of the Corporation by the President
or any Vice President and any such officer may, in the name of and on
behalf of the Corporation, take all such action as any such officer may
deem advisable to vote in person or by proxy at any meeting of security
holders of any corporation in which the Corporation may own securities and
at any such meeting shall possess and may exercise any and all rights and
power incident to the ownership of such securities and which, as the owner
thereof, the Corporation might have exercised and possessed if present.
The Board of Directors may, by resolution, from time to time confer like
powers upon any other person or persons.

     Section 4.  Chairman of the Board of Directors.  The Chairman of the
Board of Directors, if there be one, shall preside at all meetings of the
stockholders and of the Board of Directors. The Chairman of the Board of
Directors shall be the Chief Executive Officer of the Corporation, and
except where by law the signature of the President is required, the
Chairman of the Board of Directors shall possess the same power as the
President to sign all contracts, certificates and other instruments of the
Corporation which may be authorized by the Board of Directors. During the
absence or disability of the President, the Chairman of the Board of
Directors shall exercise all the powers and discharge all the duties of
the President. The Chairman of the Board of Directors shall also perform
such other duties and may exercise such other powers as from time to time
may be assigned to him or her by these By-laws or by the Board of
Directors.

     Section 5.  President.  The President shall, subject to the control
of the Board of Directors and, if there be one, the Chairman of the Board
of Directors, have general supervision of the business of the Corporation
and shall see that all orders and resolutions of the Board of Directors
are carried into effect. The President shall execute all bonds, mortgages,
contracts and other instruments of the Corporation requiring a seal, under
the seal of the Corporation, except where required or permitted by law to
be otherwise signed and executed and except that the other officers of the
Corporation may sign and execute documents when so authorized by these By-
laws, the Board of Directors or the President. In the absence or
disability of the Chairman of the Board of Directors, or if there be none,
the President shall preside at all meetings of the stockholders and the
Board of Directors. If there be no Chairman of the Board of Directors, the
President shall be the Chief Executive Officer of the Corporation. The
President shall also perform such other duties and may exercise such other
powers as from time to time may be assigned to him or her by these By-laws
or by the Board of Directors.

     Section 6.  Vice Presidents.  At the request of the President or in
the President's absence or in the event of the President's inability or
refusal to act (and if there be no Chairman of the Board of Directors),
the Vice President or the Vice Presidents if there is more than one (in
the order designated by the Board of Directors) shall perform the duties
of the President, and when so acting, shall have all the powers of and be
subject to all the restrictions upon the President. Each Vice President
shall perform such other duties and have such other powers as the Board of
Directors from time to time may prescribe. If there be no Chairman of the
Board of Directors and no Vice President, the Board of Directors shall
designate the officer of the Corporation who, in the absence of the
President or in the event of the inability or refusal of the President to
act, shall perform the duties of the President, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
President.

     Section 7.  Secretary.  The Secretary shall attend all meetings of
the Board of Directors and all meetings of stockholders and record all the
proceedings thereat in a book or books to be kept for that purpose; the
Secretary shall also perform like duties for the standing committees when
required. The Secretary shall give, or cause to be given, notice of all
meetings of the stockholders and special meetings of the Board of
Directors, and shall perform such other duties as may be prescribed by the
Board of Directors or the President, under whose supervision the Secretary
shall be. If the Secretary shall be unable or shall refuse to cause to be
given notice of all meetings of the stockholders and special meetings of
the Board of Directors, and if there be no Assistant Secretary, then
either the Board of Directors or the President may choose another officer
to cause such notice to be given. The Secretary shall have custody of the
seal of the Corporation and the Secretary or any Assistant Secretary, if
there be one, shall have authority to affix the same to any instrument
requiring it and when so affixed, it may be attested by the signature of
the Secretary or by the signature of any such Assistant Secretary. The
Board of Directors may give general authority to any other officer to
affix the seal of the Corporation and to attest the affixing by his
signature. The Secretary shall see that all books, reports, statements,
certificates and other documents and records required by law to be kept or
filed are properly kept or filed, as the case may be.

     Section 8.  Treasurer.  The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts
of receipts and disbursements in books belonging to the Corporation and
shall deposit all moneys and other valuable effects in the name and to the
credit of the Corporation in such depositories as may be designated by the
Board of Directors. The Treasurer shall disburse the funds of the
Corporation as may be ordered by the Board of Directors, taking proper
vouchers for such disbursements, and shall render to the President and the
Board of Directors, at its regular meetings, or when the Board of
Directors so requires, an account of all transactions as Treasurer and of
the financial condition of the Corporation. If required by the Board of
Directors, the Treasurer shall give the Corporation a bond in such sum and
with such surety or sureties as shall be satisfactory to the Board of
Directors for the faithful performance of the duties of the office of the
Treasurer and for the restoration to the Corporation, in case of his or
her death, resignation, retirement or removal from office, of all books,
papers, vouchers, money and other property of whatever kind in his
possession or under his or her control belonging to the Corporation.

     Section 9.  Assistant Secretaries.  Except as may be otherwise
provided in these By-laws, Assistant Secretaries, if there be any, shall
perform such duties and have such powers as from time to time may be
assigned to them by the Board of Directors, the President, any Vice
President, if there be one, or the Secretary, and in the absence of the
Secretary or in the event of his or her disability or refusal to act,
shall perform the duties of the Secretary, and when so acting, shall have
all the powers of and be subject to all the restrictions upon the
Secretary.

     Section 10.  Assistant Treasurers.  Assistant Treasurers, if there
be any, shall perform such duties and have such powers as from time to
time may be assigned to them by the Board of Directors, the President, any
Vice President, if there be one, or the Treasurer, and in the absence of
the Treasurer or in the event of his or her disability or refusal to act,
shall perform the duties of the Treasurer, and when so acting, shall have
all the powers of and be subject to all the restrictions upon the
Treasurer. If required by the Board of Directors, an Assistant Treasurer
shall give the Corporation a bond in such sum and with such surety or
sureties as shall be satisfactory to the Board of Directors for the
faithful performance of the duties of the office of Assistant Secretary
and for the restoration to the Corporation, in case of his death,
resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his or her
possession or under his or her control belonging to the Corporation.

     Section 11.  Other Officers.  Such other officers as the Board of
Directors may choose shall perform such duties and have such powers as
from time to time may be assigned to them by the Board of Directors. The
Board of Directors may delegate to any other officer of the Corporation
the power to choose such other officers and to prescribe their respective
duties and powers.


                              ARTICLE V

                              COMMITTEES

     Section 1.  Executive.  The Board of Directors may, by resolution
passed by a majority of the entire Board of Directors, designate an
Executive Committee of the Board of Directors. The Executive Committee
shall consist of not less than three members of the Board, one of whom
shall be the Chairman of the Board. One member shall be designated as
chairman by the Board. During the intervals between meetings of the Board
of Directors and subject to such limitations as provided by law or by
resolution of the Board, the Committee shall possess and may exercise all
powers and authority of the Board of Directors in the management and
direction of the affairs of the Corporation as shall be permitted by
applicable law. The Committee shall keep minutes of its proceedings, and
all action by the Committee shall be reported at the next meeting of the
Board of Directors.

     Section 2.  Audit Committee.  The Board of Directors may, by
resolution passed by a majority of the entire Board of Directors,
designate an Audit Committee of the Board of Directors. The Audit
Committee shall consist of one or more members of the Board, none of whom
shall be an officer of the Corporation or any of its subsidiaries. One
member shall be designated as chairman by the Board. The Committee shall
recommend to the Board the conditions, compensation and term of
appointment of independent certified public accountants for the auditing
of the books and accounts of the Corporation and its subsidiaries. From
time to time, as considered necessary and desirable, the Committee shall
confer with such accountants for the exchanging of views relating to the
scope and results of the auditing books and accounts of the Corporation
and its subsidiaries and shall provide to the Board such assistance as may
be required with respect to the corporate and reporting practices of the
Corporation. The Committee shall perform such other duties as the Board
may prescribe.

     Section 3.  Compensation Committee.  The Board of Directors may, by
resolution passed by a majority of the entire Board of Directors,
designate a Compensation Committee of the Board of Directors. The
Compensation Committee shall consist of one or more members of the Board,
none of whom shall be an officer of the Corporation or any of its
subsidiaries. No person may be a member of this Committee who is, or
within one year prior to his appointment to the Committee was, eligible
for selection as a person to whom stock (or other "equity securities," as
defined for purposes of Section 16(b) of Exchange Act) may be allocated or
to whom stock options or stock appreciation rights may be granted pursuant
to any such plan of the Company or its "affiliates" (as defined for
purposes of Section 16(b) of the Exchange Act) entitling the participants
therein to acquire stock, stock options or stock appreciation rights (or
other equity securities) of the issuer or any of its affiliates (other
than any plan which is treated as a "formula plan" under Section 16(b) of
the Exchange Act). Further, no person may be a member of this Committee
except individuals who are "outside directors" within the meaning of
Section 162(m) of the Internal Revenue Code of 1986, as amended. One
member shall be designated as chairman by the Board. The Committee shall
determine the nature and amount of compensation of all senior officers of
the Corporation. As may be prescribed by the Board of Directors, the
Committee shall administer any stock option or other long term incentive
plan of the Corporation and perform other prescribed duties.

     Section 4.  Nominating Committee.  The Board of Directors may, by
resolution passed by a majority of the entire Board of Directors,
designate a Nominating Committee of the Board of Directors. The Nominating
Committee shall consist of one or more members of the Board. One member
shall be designated as chairman by the Board. The Committee shall
recommend to the Board nominees for election as directors, and shall
perform such other duties as the Board may prescribe.


                              ARTICLE VI

                                STOCK

     Section 1.  Form of Certificates.  Every holder of stock in the
Corporation shall be entitled to have a certificate signed, in the name of
the Corporation (i) by the Chairman of the Board of Directors, the
President or a Vice President and (ii) by the Treasurer or an Assistant
Treasurer, or the Secretary or an Assistant Secretary of the Corporation,
certifying the number of shares owned by such stockholder in the
Corporation.

     Section 2.  Signatures.  When a certificate is countersigned by (i) a
transfer agent other than the Corporation or its employees, or (ii) a
registrar other than the Corporation or its employees, any other signature
on a certificate may be a facsimile. In case any officer, transfer agent
or registrar who has signed or whose facsimile signature has been placed
upon a certificate shall have ceased to be such officer, transfer agent or
registrar before such certificate is issued, it may be issued by the
Corporation with the same effect as if he were such officer, transfer
agent or registrar at the date of issue.

     Section 3.  Lost Certificates.  The Board of Directors may direct a
new certificate to be issued in place of any certificate theretofore
issued by the Corporation alleged to have been lost, stolen or destroyed,
upon the making of an affidavit of that fact by the person claiming the
certificate of stock to be lost, stolen or destroyed. When authorizing
such issue of a new certificate, 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 his legal
representative, to advertise the same in such manner as the Board of
Directors 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.

     Section 4.  Transfers.  Stock of the Corporation shall be
transferable in the manner prescribed by law and in these By-laws.
Transfers of stock shall be made on the books of the Corporation only by
the person named in the certificate or by his attorney lawfully
constituted in writing and upon the surrender of the certificate therefor,
which shall be cancelled before a new certificate shall be issued.

     Section 5.  Record Date.  In order that the Corporation may determine
the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or entitled to express consent to
corporate action in writing without a meeting, or entitled to receive
payment of any dividend or other distribution or allotment of any rights,
or entitled to exercise any rights in respect of any change, conversion or
exchange of stock, or for the purpose of any other lawful action, the
Board of Directors may fix, in advance, a record date, which shall not be
more than 60 days nor less than 10 days before the date of such meeting,
nor more than 60 days prior to any other action. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the
adjourned meeting.

     Section 6.  Beneficial Owners.  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 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 required
by law.


                             ARTICLE VII

                               NOTICES

     Section 1.  Notices.  Whenever written notice is required by law,
the Certificate of Incorporation or these By-laws, to be given to any
director, member of a committee or stockholder, such notice may be given
by mail, addressed to such director, member of a committee or stockholder,
at such person's address as it appears on the records of the Corporation,
with postage thereon prepaid, and such notice shall be deemed to be given
at the time when the same shall be deposited in the United States mail.
Written notice may also be given personally or by telegram, telex, cable
or confirmed facsimile.

     Section 2.  Waivers of Notice.  Whenever any notice is required by
law, the Certificate of Incorporation or these By-laws, to be given to any
director, member of a committee or stockholder, a waiver thereof in
writing, signed, by the person or persons entitled to said notice, whether
before or after the time stated therein, shall be deemed equivalent
thereto.


                            ARTICLE VIII

                          GENERAL PROVISIONS

     Section 1.  Dividends.  Dividends upon the capital stock of the
Corporation, subject to the provisions of the Certificate of
Incorporation, if any, may be declared by the Board of Directors at any
regular or special meeting, and may be paid in cash, in property, or in
shares of capital stock. Before payment of any dividend, there may be set
aside out of any funds of the Corporation available for dividends such sum
or sums as the Board of Directors from time to time, in its absolute
discretion, deems proper as a reserve or reserves to meet contingencies,
or for equalizing dividends, or for repairing or maintaining any property
of the Corporation, or for any proper purpose, and the Board of Directors
may modify or abolish any such reserve.

     Section 2.  Disbursements.  All checks or demands for money and notes
of the Corporation shall be signed by such officer or officers or such
other person or persons as the Board of Directors may from time to time
designate.

     Section 3.  Fiscal Year.  The fiscal year of the Corporation shall
be fixed by resolution of the Board of Directors.

     Section 4.  Corporate Seal.  The corporate seal shall have inscribed
thereon the name of the Corporation, the year of its organization and the
words "Corporate Seal, Delaware". The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.


                             ARTICLE IX

                              AMENDMENTS

     Section 1.  These By-laws may be altered, amended or repealed, in
whole or in part, or new By-laws may be adopted by the stockholders or by
the Board of Directors, provided, however, that notice of such alteration,
amendment, repeal or adoption of new By-laws be contained in the notice of
such meeting of stockholders or Board of Directors as the case may be. All
such amendments must be approved by either the holders of a majority of
the outstanding capital stock entitled to vote thereon or by a majority of
the entire Board of Directors then in office.

     Section 2.  Entire Board of Directors.  As used in this Article IX
and in these By-laws generally, the term "entire Board of Directors" means
the total number of directors which the Corporation would have if there
were no vacancies.


                              ARTICLE X

                           INDEMNIFICATION

     Section 10.1 indemnification and Insurance. (A) Each person who was
or is made a party or is threatened to be made a party to or is otherwise
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 at the request of the Corporation as a director, officer,
employee or agent of any other corporation or of a partnership, joint
venture, trust or other enterprise, including service with respect to any
employee benefit plan (hereinafter an "indemnitee"), whether the basis of
such proceeding is alleged action in an official capacity as a director,
officer, employee or agent or in any other capacity while serving as a
director, officer, employee or agent, shall be indemnified and held
harmless by the Corporation to the fullest extent authorized by the
Delaware General Corporations Law (the "GCL") 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 expense, liability and loss
(including, without limitation, attorneys' fees, judgements, fines, excise
taxes or penalties under the Employee Retirement Income Security Act of
1974, as amended, and amounts paid or to be paid in settlement) reasonably
incurred by such indemnitee in connection therewith; provided, however,
that, except as provided in paragraph (C) of this By-law with respect to
proceedings seeking to enforce rights to indemnification, the Corporation
shall indemnify any such indemnitee seeking indemnification in connection
with a proceeding (or part thereof) initiated by such indemnitee only if
such proceeding (or part thereof) was authorized by the Board of
Directors.

     (B)  The right to indemnification conferred in paragraph (A) of this
By-law shall include the right to be paid by the Corporation the expenses
(including attorneys' fees) incurred in defending any such proceeding in
advance of its final disposition (hereinafter an "advancement of
expenses"); provided, however, that, if the GCL requires an advancement of
expenses incurred by an indemnitee in his or her capacity as a director or
officer (and not in any other capacity in which service was or is rendered
by such indemnitee, including, without limitation, service to an employee
benefit plan) shall be made only upon delivery to the Corporation of an
undertaking (hereinafter an "undertaking"), by or on behalf of such
indemnitee, to repay all amounts so advanced if it shall ultimately be
determined by final judicial decision from which there is no further right
to appeal (hereinafter a "final adjudication") that such indemnitee is not
entitled to be indemnified for such expenses under this paragraph (B) or
otherwise.

     (C)  If a claim under paragraphs (A) or (B) of this By-law is not
paid in full by the Corporation within thirty days after a written claim
has been received by the Corporation, except in the case of a claim for an
advancement of expenses, in which case the applicable period shall by
twenty days, the indemnitee may at any time thereafter bring suit against
the Corporation to recover the unpaid amount of the claim. If successful
in whole or in part in any such suit, the indemnitee shall be entitled to
be paid also the expense of prosecuting or defending such suit. In (i) any
suit brought by the indemnitee to enforce a right to indemnification
hereunder (but not in a suit brought by the indemnitee to enforce a right
of an advancement of expenses) it shall be a defense that, and (ii) in any
suit brought by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the Corporation shall be entitled
to recover such expenses upon a final adjudication that, the indemnitee
has not met any applicable standard for indemnification set forth in the
GCL. Neither the failure of the Corporation (including its Board of
Directors, independent legal counsel or stockholders) to have made a
determination prior to the commencement of such action that
indemnification of the indemnitee is proper in the circumstances because
the indemnitee has met the applicable standard of conduct set forth in the
GCL, nor an actual determination by the Corporation (including its Board
of Directors, independent legal counsel or stockholders) that the
indemnitee has not met such applicable standard of conduct shall create a
presuption that the indemnitee has not met the applicable standard of
conducty or, in the case of such a suit brought by the indemnitee, be a
defense to such suit. In any suit brought by the indemnitee to enforce a
right to indemnification or to an advancement of expenses hereunder, or
brought by the Corporation to recover an advancement of expenses pursuant
to the terms of an undertaking, the burden of proving that the indemnitee
is not entitled to be indemnified, or to such advancement of expenses,
under the By-law or otherwise shall be on the Corporation.

     (D)  The right to indemnification and the advancement of expenses
conferred in this By-law shall not be exclusive of any other right which
any person may have or hereafter acquire under any statute, provision of
the Certificate of Incorporation, provision of this By-laws, agreement,
vote of stockholders or disinterested directors or otherwise.

     (E)  The Corporation may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of the
Corporation or 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 GCL.

     (F)  The Corporation may, to the extent authorized from time to time
by the Board of directors, grant rights to indemnification, and rights to
the advancement of expenses, to any employee or agent of the Corporation
to the fullest extent of the provisions of this By-law with respect to the
indemnification and advancement of expenses of directors and officers of
the Corporation.

     (G)  The rights to indemnification and to the advancement of
expenses conferred in paragraphs (A) and (B) of this By-law shall be
contract rights and such rights shall continue as to an indemnitee who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the indemnitee's heirs, executors and administrators.