<PAGE>
                                                                     EXHIBIT 3.2







                           AMENDED AND RESTATED BYLAWS



                                       OF



                            EXPRESSJET HOLDINGS, INC.






                             A Delaware Corporation









                                Date of Adoption:

                                September 5, 2002






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<Table>
<Caption>
                               TABLE OF CONTENTS

                                                                                      Page
<S>                <C>                                                                <C>
ARTICLE I                                  STOCKHOLDERS                                  1

Section 1.1        Annual Meeting                                                        1
Section 1.2        Special Meetings                                                      1
Section 1.3        Notice of Meetings                                                    1
Section 1.4        Quorum                                                                2
Section 1.5        Organization                                                          3
Section 1.6        Conduct of Business                                                   3
Section 1.7        Proxies and Voting                                                    3
Section 1.8        Stock List                                                            4
Section 1.9        Notice of Stockholder Business and Nominations                        5

ARTICLE II                                 BOARD OF DIRECTORS                            9

Section 2.1        Number, Election and Term of Directors                                9
Section 2.2        Newly Created Directorships and Vacancies                             9
Section 2.3        Regular Meetings                                                      9
Section 2.4        Special Meetings                                                      9
Section 2.5        Quorum                                                               10
Section 2.6        Participation in Meetings By Telephone                               10
Section 2.7        Conduct of Business                                                  10
Section 2.8        Compensation of Directors                                            11
Section 2.9        Powers and Duties of the Chairman of the Board                       11

ARTICLE III                                COMMITTEES                                   11

Section 3.1        Committees of the Board of Directors                                 11
Section 3.2        Conduct of Business                                                  12

ARTICLE IV                                 OFFICERS                                     12

Section 4.1        Generally                                                            12
Section 4.2        Resignation and Removal                                              13
Section 4.3        Powers and Duties of the Chief Executive Officer                     13
Section 4.4        Powers and Duties of the President                                   14
Section 4.5        Vice Presidents                                                      14
Section 4.6        Treasurer                                                            14
Section 4.7        Assistant Treasurers                                                 15
Section 4.8        Secretary                                                            15
Section 4.9        Assistant Secretaries                                                15
Section 4.10       Delegation of Authority                                              15
Section 4.11       Action with Respect to Securities of Other Corporations              15
</Table>

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<Table>
<Caption>
                                                                                      Page
<S>                <C>                                                                <C>
ARTICLE V                                STOCK                                         16

Section 5.1        Certificates of Stock                                               16
Section 5.2        Transfers of Stock                                                  16
Section 5.3        Record Date                                                         16
Section 5.4        Lost, Stolen or Destroyed Certificates                              17
Section 5.5        Regulations                                                         17

ARTICLE VI                             NOTICES                                         17

Section 6.1        Notices                                                             17
Section 6.2        Waivers                                                             18

ARTICLE VII                         MISCELLANEOUS                                      18

Section 7.1        Facsimile Signatures                                                18
Section 7.2        Corporate Seal                                                      18
Section 7.3        Reliance upon Books, Reports and Records                            18
Section 7.4        Fiscal Year                                                         19
Section 7.5        Time Periods                                                        19

ARTICLE VIII               OWNERSHIP BY NON-U.S. CITIZENS                              19

Section 8.1        Foreign Stock Record                                                19
Section 8.2        Maximum Percentage                                                  20
Section 8.3        Recording of Shares                                                 20

ARTICLE IX           INDEMNIFICATION OF DIRECTORS AND OFFICERS                         21

Section 9.1        Mandatory Indemnification of Directors and Officers                 21
Section 9.2        Right of Indemnitee to Bring Suit                                   22
Section 9.3        Permissive Indemnification of Non-Officer Employees and Agents      23
Section 9.4        General Provisions                                                  24

ARTICLE X                            AMENDMENTS                                        25
</Table>





                                      -ii-

<PAGE>
                           AMENDED AND RESTATED BYLAWS

                                       OF

                            EXPRESSJET HOLDINGS, INC.

              Incorporated under the Laws of the State of Delaware


                                    ARTICLE I

                                  Stockholders

         Section 1.1 Annual Meeting. An annual meeting of the stockholders, for
the election of directors to succeed those whose terms expire and for the
transaction of such other business as may properly come before the meeting,
shall be held at such place, on such date, and at such time as the Board of
Directors shall each year fix, which date shall be within thirteen (13) months
of the last annual meeting of stockholders.

         Section 1.2 Special Meetings. Special meetings of the stockholders,
other than those required by statute, may be called at any time by the Chairman
of the Board, if any, or the President or by the Board of Directors acting
pursuant to a resolution adopted by a majority of the Whole Board. For purposes
of these Bylaws, the term "Whole Board" shall mean the total number of
authorized directors regardless of whether there exist any vacancies in such
authorized directorships. The Board of Directors may postpone or reschedule any
previously scheduled special meeting.

         Section 1.3 Notice of Meetings. Notice of the place, if any, date, and
time of all meetings of the stockholders, and the means of remote
communications, if any, by which stockholders and proxyholders may be deemed to
be present in person and vote at such meeting,



<PAGE>
and, in the case of a special meeting, the purpose for which the meeting is
called, shall be given, not less than ten (10) nor more than sixty (60) days
before the date on which the meeting is to be held, to each stockholder entitled
to vote at such meeting, except as otherwise provided herein or required by law
(meaning, here and hereinafter, as required from time to time by the Delaware
General Corporation Law (the "GCL") or the Restated Certificate of Incorporation
of the Corporation).

                  When a meeting is adjourned to another time or place, notice
need not be given of the adjourned meeting if the time and place, if any,
thereof, and the means of remote communications, if any, by which stockholders
and proxyholders may be deemed to be present in person and vote at such
adjourned meeting are announced at the meeting at which the adjournment is
taken; provided, however, that if the date of any adjourned meeting is more than
thirty (30) days after the date for which the meeting was originally noticed, or
if a new record date is fixed for the adjourned meeting, notice of the place, if
any, date, and time of the adjourned meeting and the means of remote
communications, if any, by which stockholders and proxyholders may be deemed to
be present in person and vote at such adjourned meeting, shall be given in
conformity herewith. At any adjourned meeting, any business may be transacted
which might have been transacted at the original meeting.

         Section 1.4 Quorum. At any meeting of the stockholders, the holders of
a majority of all of the shares of the stock entitled to vote at the meeting,
present in person or by proxy, shall constitute a quorum for all purposes,
unless or except to the extent that the presence of a larger number may be
required by law. Where a separate vote by a class or classes or series is
required, a majority of the shares of such class or classes or series present in
person or represented by proxy shall constitute a quorum entitled to take action
with respect to that vote on that matter.



                                      -2-
<PAGE>
                  If a quorum shall fail to attend any meeting, the chairman of
the meeting may adjourn the meeting to another place, if any, date, or time.

         Section 1.5 Organization. The Chairman of the Board or, in his or her
absence, the President of the Corporation or, in his or her absence, such person
as the Board of Directors may have designated or, in such person's absence, such
person as may be chosen by the holders of a majority of the shares entitled to
vote who are present, in person or by proxy, shall call to order any meeting of
the stockholders and act as chairman of the meeting. In the absence of the
Secretary or an Assistant Secretary of the Corporation, the secretary of the
meeting shall be such person as the chairman of the meeting appoints.

         Section 1.6 Conduct of Business. The chairman of any meeting of
stockholders shall determine the order of business and the procedure at the
meeting, including such regulation of the manner of voting and the conduct of
discussion as seem to him or her in order. The chairman shall have the power to
adjourn the meeting to another place, if any, date and time. The date and time
of the opening and closing of the polls for each matter upon which the
stockholders will vote at the meeting shall be announced at the meeting.

         Section 1.7 Proxies and Voting. At any meeting of the stockholders,
every stockholder entitled to vote may vote in person or by proxy authorized by
an instrument in writing or by a transmission permitted by law filed in
accordance with the procedure established for the meeting. Any copy, facsimile
telecommunication or other reliable reproduction of the writing or transmission
created pursuant to this paragraph may be substituted or used in lieu of the
original writing or transmission for any and all purposes for which the original
writing or transmission could be used, provided that such copy, facsimile
telecommunication or other reproduction shall be a complete reproduction of the
entire original writing or transmission.



                                      -3-
<PAGE>
                  The Corporation may, and to the extent required by law, shall,
in advance of any meeting of stockholders, appoint one or more inspectors to act
at the meeting and make a written report thereof. The Corporation may designate
one or more alternate inspectors to replace any inspector who fails to act. If
no inspector or alternate is able to act at a meeting of stockholders, the
person presiding at the meeting may, and to the extent required by law, shall,
appoint one or more inspectors to act at the meeting. Each inspector, before
entering upon the discharge of his or her duties, shall take and sign an oath
faithfully to execute the duties of inspector with strict impartiality and
according to the best of his or her ability. Every vote taken by ballots shall
be counted by a duly appointed inspector or inspectors.

                  All elections shall be determined by a plurality of the votes
cast, and except as otherwise required by law, all other matters shall be
determined by a majority of the votes cast affirmatively or negatively.

         Section 1.8 Stock List. A complete list of stockholders entitled to
vote at any meeting of stockholders, arranged in alphabetical order for each
class of stock and showing the address of each such stockholder and the number
of shares registered in his or her name, shall be open to the examination of any
such stockholder for a period of at least ten (10) days prior to the meeting in
the manner provided by law.

                  The stock list shall also be open to the examination of any
stockholder during the whole time of the meeting as provided by law. This list
shall presumptively determine the identity of the stockholders entitled to vote
at the meeting and the number of shares held by each of them.




                                      -4-
<PAGE>
         Section 1.9 Notice of Stockholder Business and Nominations.

         (A) Annual Meetings of Stockholders.

                  (1) Subject to Section 2.2 of these Bylaws, nominations of
persons for election to the Board of Directors of the Corporation and the
proposal of business to be considered by the stockholders may be made at an
annual meeting of stockholders (a) pursuant to the Corporation's notice of
meeting delivered pursuant to Section 1.3 of these Bylaws, (b) by or at the
direction of the Board of Directors or (c) by any stockholder of the Corporation
who is entitled to vote at the meeting, who complied with the notice procedures
set forth in clauses (2) and (3) of paragraph (A) of this Section 1.9 and who
was a stockholder of record at the time such notice is delivered to the
Secretary of the Corporation.

                  (2) For nominations or other business to be properly brought
before an annual meeting by a stockholder pursuant to clause (c) of paragraph
(A) (1) of this Section 1.9, (1) the stockholder must have given timely notice
thereof in writing to the Secretary of the Corporation, (2) such business must
be a proper matter for stockholder action under the GCL, (3) if the stockholder,
or the beneficial owner on whose behalf any such proposal or nomination is made,
has provided the Corporation with a Solicitation Notice, as that term is defined
in subclause (c)(iii) of this paragraph, such stockholder or beneficial owner
must, in the case of a proposal, have delivered a proxy statement and form of
proxy to holders of at least the percentage of the Corporation's voting shares
required under applicable law to carry any such proposal, or, in the case of a
nomination or nominations, have delivered a proxy statement and form of proxy to
holders of a percentage of the Corporation's voting shares reasonably believed
by such stockholder or beneficial holder to be sufficient to elect the nominee
or nominees proposed to be nominated by such stockholder, and must, in either
case, have included in such materials the Solicitation Notice and (4) if no
Solicitation




                                      -5-
<PAGE>
Notice relating thereto has been timely provided pursuant to this Section, the
stockholder or beneficial owner proposing such business or nomination must not
have solicited a number of proxies sufficient to have required the delivery of
such a Solicitation Notice under this Section. To be timely, a stockholder's
notice shall be delivered to the Secretary at the principal executive offices of
the Corporation not less than forty-five (45) or more than seventy-five (75)
days prior to the first anniversary (the "Anniversary") of the date on which the
Corporation first mailed its proxy materials for the preceding year's annual
meeting of stockholders; provided, however, that in the event that the date of
the annual meeting is advanced more than thirty (30) days prior to or delayed by
more than thirty (30) days after the anniversary of the preceding year's annual
meeting, notice by the stockholder to be timely must be so delivered not later
than the close of business on the later of (i) the ninetieth day prior to such
annual meeting or (ii) the tenth day following the day on which public
announcement of the date of such meeting is first made. Such stockholder's
notice shall set forth: (a) as to each person whom the stockholder proposes to
nominate for election or reelection as a Director all information relating to
such person that is required to be disclosed in solicitations of proxies for
election of Directors, or is otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), including such person's written consent to being named in the
proxy statement as a nominee and to serving as a Director if elected; (b) as to
any other business that the stockholder proposes to bring before the meeting, a
brief description of the business desired to be brought before the meeting, the
reasons for conducting such business at the meeting and any material interest in
such business of such stockholder and the beneficial owner, if any, on whose
behalf the proposal is made; and (c) as to the stockholder giving the notice and
the beneficial owner, if any, on whose behalf the nomination or proposal is made
(i) the name and



                                      -6-
<PAGE>
address of such stockholder, as they appear on the Corporation's books, and of
such beneficial owner, (ii) the class and number of shares of the Corporation
which are owned beneficially and of record by such stockholder and such
beneficial owner, and (iii) whether either such stockholder or beneficial owner
intends to deliver a proxy statement and form of proxy to holders of, in the
case of a proposal, at least the percentage of the Corporation's voting shares
required under applicable law to carry the proposal or, in the case of a
nomination or nominations, a sufficient number of holders of the Corporation's
voting shares to elect such nominee or nominees (an affirmative statement of
such intent, a "Solicitation Notice").

                  (3) Notwithstanding anything in the second sentence of
paragraph (A) (2) of this Section 1.9 to the contrary, in the event that the
number of Directors to be elected to the Board of Directors is increased and
there is no public announcement naming all of the nominees for Director or
specifying the size of the increased Board of Directors made by the Corporation
at least fifty-five (55) days prior to the Anniversary, a stockholder's notice
required by this Section 1.9 shall also be considered timely, but only with
respect to nominees for any new positions created by such increase, if it shall
be delivered to the Secretary at the principal executive offices of the
Corporation not later than the close of business on the tenth day following the
day on which such public announcement is first made by the Corporation.

         (B) Special Meeting of Stockholders. Only such business shall be
conducted at a special meeting of stockholders as shall have been brought before
the meeting pursuant to the Corporation's notice of meeting pursuant to Section
1.3 of these Bylaws. Subject to Section 2.2 of these Bylaws, nominations of
persons for election to the Board of Directors may be made at a special meeting
of stockholders at which Directors are to be elected pursuant to the
Corporation's notice of meeting (i) by or at the direction of the Board of
Directors or (ii) by any stockholder of



                                      -7-
<PAGE>
the Corporation who is entitled to vote at the meeting, who complies with the
notice procedures set forth in this Section 1.9 and who is a stockholder of
record at the time such notice is delivered to the Secretary of the Corporation.
Nominations by stockholders of persons for election to the Board of Directors
may be made at such a special meeting of stockholders if the stockholder's
notice as required by paragraph (A) (2) of this Section 1.9 shall be delivered
to the Secretary at the principal executive offices of the Corporation not
earlier than the ninetieth day prior to such special meeting and not later than
the close of business on the later of the seventieth day prior to such special
meeting or the tenth day following the day on which public announcement is first
made of the date of the special meeting and of the nominees proposed by the
Board of Directors to be elected at such meeting.

         (C) General.

                  (1) Only persons who are nominated in accordance with the
procedures set forth in this Section 1.9 shall be eligible to serve as Directors
and only such business shall be conducted at a meeting of stockholders as shall
have been brought before the meeting in accordance with the procedures set forth
in this Section 1.9. Except as otherwise provided herein or required by law, the
chairman of the meeting shall have the power and duty to determine whether a
nomination or any business proposed to be brought before the meeting was made in
accordance with the procedures set forth in this Section 1.9 and, if any
proposed nomination or business is not in compliance with this Section 1.9, to
declare that such defective proposal or nomination shall be disregarded.

                  (2) For purposes of this Section 1.9, "public announcement"
shall mean disclosure in a press release reported by the Dow Jones News Service,
Associated Press or




                                      -8-
<PAGE>
comparable national news service or in a document publicly filed by the
Corporation with the Securities and Exchange Commission pursuant to Section 13,
14 or 15(d) of the Exchange Act.

                  (3) Notwithstanding the foregoing provisions of this Section
1.9, a stockholder shall also comply with all applicable requirements of the
Exchange Act and the rules and regulations thereunder with respect to the
matters set forth in this Section 1.9. Nothing in this Section 1.9 shall be
deemed to affect any rights of stockholders to request inclusion of proposals in
the Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act.

                                   ARTICLE II

                               Board Of Directors

         Section 2.1 Number, Election and Term of Directors. The number,
election and term of directors shall be as set forth in the Restated Certificate
of Incorporation of the Corporation.

         Section 2.2 Newly Created Directorships and Vacancies. Newly created
directorships resulting from any increase in the authorized number of directors
or any vacancies in the Board of Directors resulting from death, resignation,
retirement, disqualification, removal from office or other cause shall be filled
as set forth in the Restated Certificate of Incorporation of the Corporation.

         Section 2.3 Regular Meetings. Regular meetings of the Board of
Directors shall be held at such place or places, on such date or dates, and at
such time or times as shall have been established by the Board of Directors and
publicized among all directors. A notice of each regular meeting shall not be
required.

         Section 2.4 Special Meetings. Special meetings of the Board of
Directors may be called by the Chairman of the Board, the President or by a
majority of the Whole Board and shall be held at such place, on such date, and
at such time as they, he or she shall fix. Notice of the place, date, and time
of each such special meeting shall be given to each director by whom it is



                                      -9-
<PAGE>
not waived by mailing written notice not less than five (5) days before the
meeting or by telephone or by telegraphing or telexing or by facsimile or
electronic transmission of the same not less than twenty-four (24) hours before
the meeting. Unless otherwise indicated in the notice thereof, any and all
business may be transacted at a special meeting.

         Section 2.5 Quorum. At any meeting of the Board of Directors, a
majority of the total number of the Whole Board shall constitute a quorum for
all purposes. If a quorum shall fail to attend any meeting, a majority of those
present may adjourn the meeting to another place, date, or time, without further
notice or waiver thereof.

         Section 2.6 Participation in Meetings By Conference Telephone. Members
of the Board of Directors, or of any committee thereof, may participate in a
meeting of such Board of Directors or committee by means of conference telephone
or other communications equipment by means of which all persons participating in
the meeting can hear each other and such participation shall constitute presence
in person at such meeting.

         Section 2.7 Conduct of Business. At any meeting of the Board of
Directors, business shall be transacted in such order and manner as the Board of
Directors may from time to time determine, and all matters shall be determined
by the vote of a majority of the directors present, except as otherwise provided
herein or required by law. Action may be taken by the Board of Directors without
a meeting if all members thereof consent thereto in writing or by electronic
transmission, and the writing or writings or electronic transmission or
transmissions are filed with the minutes of proceedings of the Board of
Directors. Such filing shall be in paper form if the minutes are maintained in
paper form and shall be in electronic form if the minutes are maintained in
electronic form.



                                      -10-
<PAGE>
         Section 2.8 Compensation of Directors. Unless otherwise restricted by
law, the Board of Directors shall have the authority to fix the compensation of
the directors. The directors may be paid their expenses, if any, of attendance
at each meeting of the Board of Directors and may be paid a fixed sum for
attendance at each meeting of the Board of Directors or paid a stated salary or
paid other compensation as 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 also be paid their
expenses, if any, of and allowed compensation for attending committee meetings.

         Section 2.9 Powers and Duties of the Chairman of the Board. If elected,
the Chairman of the Board shall serve as a non-executive chairman and shall
preside at all meetings of the stockholders and of the Board of Directors; and
shall have such other powers and duties as designated in these bylaws and as
from time to time may be assigned to him by the Board of Directors.

                                   ARTICLE III

                                   Committees

         Section 3.1 Committees of the Board of Directors. The Board of
Directors may from time to time designate committees of the Board of Directors,
with such lawfully delegable powers and duties as it thereby confers and to the
full extent permitted by Section 141(c)(2) of the GCL, to serve at the pleasure
of the Board of Directors and shall, for those committees and any others
provided for herein, elect a director or directors to serve as the member or
members, designating, if it desires, other directors as alternate members who
may replace any absent or disqualified member at any meeting of the committee.
In the absence or disqualification of any member of any committee and any
alternate member in his or her place, the member or members of the committee



                                      -11-
<PAGE>
present at the meeting and not disqualified from voting, whether or not he, she
or they constitute a quorum, may by unanimous vote appoint another member of the
Board of Directors to act at the meeting in the place of the absent or
disqualified member.

         Section 3.2 Conduct of Business. Each committee may determine the
procedural rules for meeting and conducting its business and shall act in
accordance therewith, except as otherwise provided herein or required by law.
Adequate provision shall be made for notice to members of all meetings;
one-third (1/3) of the members shall constitute a quorum unless the committee
shall consist of one (1) or two (2) members, in which event one (1) member shall
constitute a quorum; and all matters shall be determined by a majority vote of
the members present. Action may be taken by any committee without a meeting if
all members thereof consent thereto in writing or by electronic transmission,
and the writing or writings or electronic transmission or transmissions are
filed with the minutes of the proceedings of such committee. Such filing shall
be in paper form if the minutes are maintained in paper form and shall be in
electronic form if the minutes are maintained in electronic form.

                                   ARTICLE IV

                                    Officers

         Section 4.1 Generally. The officers of the Corporation shall include a
Chief Executive Officer, a President, and a Secretary, and may also include a
Chief Operating Officer, a Treasurer, one or more Vice Presidents (who may be
further classified by such descriptions as "executive," "senior," "assistant,"
"staff" or otherwise, as the Board of Directors shall determine), one or more
Assistant Secretaries and one or more Assistant Treasurers. Officers shall be
elected by the Board of Directors, which shall consider that subject at its
first meeting after every annual meeting of stockholders. Each officer shall
hold office until his or her successor is elected and




                                      -12-
<PAGE>
qualified or until his or her earlier resignation or removal. Any number of
offices may be held by the same person. The salaries of officers elected by the
Board of Directors shall be fixed from time to time by the Board of Directors or
by such officers as may be designated by resolution of the Board of Directors.
The President and at least two-thirds of the other officers of the Corporation
shall be "U.S. Citizens" (as defined in Section 8.1 of these Bylaws).

         Section 4.2 Resignation and Removal. Any officer may resign at any time
upon written notice to the Corporation. Any officer, agent or employee of the
Corporation may be removed by the Board of Directors with or without cause at
any time. The Board of Directors may delegate the power of removal as to
officers, agents and employees who have not been appointed by the Board of
Directors. Such removal shall be without prejudice to a person's contract
rights, if any, but the appointment of any person as an officer, agent or
employee of the Corporation shall not of itself create contract rights.

         Section 4.3 Powers and Duties of the Chief Executive Officer. The
President shall be the Chief Executive Officer of the Corporation unless the
Board of Directors designates the Chairman of the Board as Chief Executive
Officer. Subject to the control of the Board of Directors and the executive
committee (if any), the Chief Executive Officer shall have general executive
charge, management and control of the properties, business and operations of the
Corporation with all such powers as may be reasonably incident to such
responsibilities; he or she may employ and discharge employees and agents of the
Corporation, except such as shall be appointed by the Board of Directors, and he
or she may delegate these powers; he or she may agree upon and execute all
leases, contracts, evidences of indebtedness and other obligations in the name
of the Corporation; and shall have such other powers and duties as designated in



                                      -13-
<PAGE>
accordance with these bylaws and as from time to time may be assigned to him by
the Board of Directors.

         Section 4.4 Powers and Duties of the President. Unless the Board of
Directors otherwise determines, the President shall have the authority to agree
upon and execute all leases, contracts, evidences of indebtedness and other
obligations in the name of the Corporation; and, unless the Board of Directors
otherwise determines, shall, in the absence of the Chairman of the Board or if
there be no Chairman of the Board, preside at all meetings of the stockholders
and (should he or she be a director) of the Board of Directors; and he or she
shall have such other powers and duties as designated in accordance with these
bylaws and as from time to time may be assigned to him or her by the Board of
Directors.

         Section 4.5 Vice Presidents. In the absence of the President, or in the
event of his inability or refusal to act, a Vice President 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. In the absence of a designation by the Board of Directors of a Vice
President to perform the duties of the President, or in the event of his absence
or inability or refusal to act, the Vice President who is present and who is
senior in terms of time as a Vice President of the Corporation shall so act. The
Vice Presidents shall perform such other duties and have such other powers as
the Board of Directors may from time to time prescribe. Unless otherwise
provided by the Board of Directors, each Vice President will have authority to
act within his or her respective areas and to sign contracts relating thereto.

         Section 4.6 Treasurer. If elected, the Treasurer shall have
responsibility for the custody and control of all the funds and securities of
the Corporation, and shall have such other powers and duties as designated in
these bylaws and as from time to time may be assigned to the




                                      -14-
<PAGE>
Treasurer by the Board of Directors. The Treasurer shall perform all acts
incident to the position of Treasurer, subject to the control of the Chief
Executive Officer and the Board of Directors; and shall, if required by the
Board of Directors, give such bond for the faithful discharge of his or her
duties in such form as the Board of Directors may require.

         Section 4.7 Assistant Treasurers. Each Assistant Treasurer shall have
the usual powers and duties pertaining to his office, together with such other
powers and duties as designated in these bylaws and as from time to time may be
assigned to him by the Chief Executive Officer or the Board of Directors. The
Assistant Treasurers shall exercise the powers of the Treasurer during that
officer's absence or inability or refusal to act.

         Section 4.8 Secretary. The Secretary shall issue all authorized notices
for, and shall keep minutes of, all meetings of the stockholders and the Board
of Directors. He or she shall have charge of the corporate books and shall
perform such other duties as the Board of Directors may from time to time
prescribe.

         Section 4.9 Assistant Secretaries. In the absence or inability to act
of the Secretary, any Assistant Secretary may perform all the duties and
exercise all the powers of the Secretary. The performance of any such duty
shall, in respect of any other person dealing with the Corporation, be
conclusive evidence of his or her power to act. An Assistant Secretary shall
also perform such other duties as the Secretary or the Board of Directors may
assign to him or her.

         Section 4.10 Delegation of Authority. The Board of Directors may from
time to time delegate the powers or duties of any officer to any other officers
or agents, notwithstanding any provision hereof.

         Section 4.11 Action with Respect to Securities of Other Corporations.
Unless otherwise directed by the Board of Directors, the Chief Executive
Officer, the President or any officer of the




                                      -15-
<PAGE>
Corporation authorized by the Chief Executive Officer shall have power to vote
and otherwise act on behalf of the Corporation, in person or by proxy, at any
meeting of stockholders of or with respect to any action of stockholders of any
other Corporation in which this Corporation may hold securities and otherwise to
exercise any and all rights and powers which this Corporation may possess by
reason of its ownership of securities in such other Corporation.

                                   ARTICLE V

                                     Stock

         Section 5.1 Certificates of Stock. Each stockholder shall be entitled
to a certificate signed by, or in the name of the Corporation by, the Chairman
of the Board or Vice Chairman of the Board, the President or a Vice President,
and by the Secretary or an Assistant Secretary, or the Treasurer or an Assistant
Treasurer, certifying the number of shares owned by him or her. Any or all of
the signatures on the certificate may be by facsimile.

         Section 5.2 Transfers of Stock. Transfers of stock shall be made only
upon the transfer books of the Corporation kept at an office of the Corporation
or by transfer agents designated to transfer shares of the stock of the
Corporation. Except where a certificate is issued in accordance with Section 5.4
of these Bylaws, an outstanding certificate for the number of shares involved
shall be surrendered for cancellation before a new certificate is issued
therefor.

         Section 5.3 Record Date. In order that the Corporation may determine
the stockholders entitled to notice of or to vote at any meeting of
stockholders, or to receive payment of any dividend or other distribution or
allotment of any rights or 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, except as otherwise required by law, fix a record
date, which record date shall not precede the date on which the resolution
fixing the record date is adopted and which record date




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shall not be more than sixty (60) nor less than ten (10) days before the date of
any meeting of stockholders, nor more than sixty (60) days prior to the time for
such other action as hereinbefore described; provided, however, that if no
record date is fixed by the Board of Directors, the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be at the close of business on the day next preceding the day on which notice is
given or, if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held, and, for determining
stockholders entitled to receive payment of any dividend or other distribution
or allotment of rights or to exercise any rights of change, conversion or
exchange of stock or for any other purpose, the record date shall be at the
close of business on the day on which the Board of Directors adopts a resolution
relating thereto.

                  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 5.4 Lost, Stolen or Destroyed Certificates. In the event of the
loss, theft or destruction of any certificate of stock, another may be issued in
its place pursuant to such regulations as the Secretary or the Board of
Directors may establish concerning proof of such loss, theft or destruction and
concerning the giving of a satisfactory bond or bonds of indemnity.

         Section 5.5 Regulations. The issue, transfer, conversion and
registration of certificates of stock shall be governed by such other
regulations as the Board of Directors may establish.

                                   ARTICLE VI

                                     Notices

         Section 6.1 Notices. If mailed, notice to stockholders shall be deemed
given when deposited in the mail, postage prepaid, directed to the stockholder
at such stockholder's address as it



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appears on the records of the Corporation. Without limiting the manner by which
notice otherwise may be given effectively to stockholders, any notice to
stockholders may be given by electronic transmission in the manner provided in
Section 232 of the GCL.

         Section 6.2 Waivers. A written waiver of any notice, signed by a
stockholder or director, or waiver by electronic transmission by such person,
whether given before or after the time of the event for which notice is to be
given, shall be deemed equivalent to the notice required to be given to such
person. Neither the business nor the purpose of any meeting need be specified in
such a waiver. Attendance at any meeting shall constitute waiver of notice
except attendance for the sole purpose of objecting to the timeliness of notice.

                                   ARTICLE VII

                                  Miscellaneous

         Section 7.1 Facsimile Signatures. In addition to the provisions for use
of facsimile signatures elsewhere specifically authorized in these Bylaws,
facsimile signatures of any officer or officers of the Corporation may be used
whenever and as authorized by the Board of Directors or a committee thereof.

         Section 7.2 Corporate Seal. The Board of Directors may provide a
suitable seal, containing the name of the Corporation, which seal shall be in
the charge of the Secretary. If and when so directed by the Board of Directors
or a committee thereof, duplicates of the seal may be kept and used by the
Treasurer or by an Assistant Secretary or Assistant Treasurer.

         Section 7.3 Reliance upon Books, Reports and Records. Each director,
each member of any committee designated by the Board of Directors, and each
officer of the Corporation shall, in the performance of his or her duties, be
fully protected in relying in good faith upon the books of account or other
records of the Corporation and upon such information, opinions, reports or




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<PAGE>
statements presented to the Corporation by any of its officers or employees, or
committees of the Board of Directors so designated, or by any other person as to
matters which such director or committee member reasonably believes are within
such other person's professional or expert competence and who has been selected
with reasonable care by or on behalf of the Corporation.

         Section 7.4 Fiscal Year. The fiscal year of the Corporation shall be
the calendar year unless otherwise fixed by the Board of Directors.

         Section 7.5 Time Periods. In applying any provision of these Bylaws
which requires that an act be done or not be done a specified number of days
prior to an event or that an act be done during a period of a specified number
of days prior to an event, calendar days shall be used, the day of the doing of
the act shall be excluded, and the day of the event shall be included.

                                  ARTICLE VIII

                         Ownership By Non-U.S. Citizens

         Section 8.1 Foreign Stock Record. There shall be maintained a separate
stock record, designated the "Foreign Stock Record," for the registration of
Voting Stock, as defined in Section 8.2 of these Bylaws, that is Beneficially
Owned (as defined below) by Non-U.S. Citizens, as defined below ("Foreign
Stock"). The Beneficial Ownership by Non-U.S. Citizens of Voting Stock shall be
determined in conformity with regulations prescribed by the Board of Directors.
"Non-U.S. Citizens" means Persons who are not "citizens of the United States" as
defined in 49 U.S.C. 40102(a)(15), as now in effect or as it may hereafter from
time to time be amended ("U.S. Citizens"). "Beneficial Ownership," "Beneficially
Owned," or "Owned Beneficially" refers to beneficial ownership as defined in
Rule 13d-3 (without regard to the 60-day provision in paragraph (d)(1)(i)
thereof) under the Securities Exchange Act of 1934, as amended.



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<PAGE>
         Section 8.2 Maximum Percentage. At no time shall ownership of shares
representing more than the Maximum Percentage, as defined below, be registered
in the Foreign Stock Record. As used herein, (a) "Maximum Percentage" means the
maximum percentage of voting power of Voting Stock, as defined below, which may
be voted by, or at the direction of, Non-U.S. Citizens without violating Foreign
Ownership Restrictions (as defined below) or adversely affecting the
Corporation's operating certificates or authorities, and (b) "Voting Stock"
means all outstanding shares of capital stock of the Corporation issued from
time to time by the Corporation and Beneficially Owned by Non-U.S. Citizens
which, but for the provisions of Section 1 of Article Eight of the Restated
Certificate of Incorporation, by their terms may vote (at the time such
determination is made) for the election of Directors of the Corporation, except
shares of Preferred Stock that are entitled to vote for the election of
Directors solely as a result of the failure to pay dividends by the Corporation
or other breach of the terms of such Preferred Stock. "Foreign Ownership
Restrictions" means applicable statutory, regulatory and interpretive
restrictions regarding foreign ownership or control of U.S. air carriers as
amended or modified from time to time.

         Section 8.3 Recording of Shares. If at any time there exist shares of
Voting Stock that are Foreign Stock but that are not registered in the Foreign
Stock Record, the Beneficial Owner thereof may request, in writing, the
Corporation to register ownership of such shares on the Foreign Stock Record and
the Corporation shall comply with such request, subject to the limitation set
forth in Section 8.2 of these Bylaws. The order in which Foreign Stock shall be
registered on the Foreign Stock Record shall be chronological, based on the date
the Corporation received a written request to so register such shares of Foreign
Stock. If at any time the Corporation shall find that the combined voting power
of Voting Stock then registered in the




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Foreign Stock Record exceeds the Maximum Percentage, there shall be removed from
the Foreign Stock Record the registration of such number of shares so registered
as is sufficient to reduce the combined voting power of the shares so registered
to an amount not in excess of the Maximum Percentage. The order in which such
shares shall be removed shall be reverse chronological order based upon the date
the Corporation received a written request to so register such shares of Foreign
Stock.

                                   ARTICLE IX

                   Indemnification Of Directors And Officers

         Section 9.1 Mandatory Indemnification of Directors and Officers. The
Corporation shall indemnify to the full extent permitted by the laws of the
State of Delaware as from time to time in effect any person who was or is a
party or is threatened to be made a party to, or otherwise requires
representation by counsel in connection with, any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (whether or not an action by or in the right of the Corporation)
(hereinafter a "proceeding"), by reason of the fact that he or she is or was a
Director or officer of the Corporation, or, while serving as a Director or
officer of the Corporation, is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise (hereinafter an "indemnitee"), or by
reason of any action alleged to have been taken or omitted in such capacity. The
right to indemnification conferred by this Section 9.1 also shall include the
right of such persons described in this Section 9.1 to be paid in advance by the
Corporation for their expenses (including attorneys' fees) incurred in defending
any such proceeding in advance of its final disposition (hereinafter an
"advancement of expenses") to the full extent permitted by the laws of the State
of Delaware, as from time to time




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in effect; 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) 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 Section 9.1 or otherwise. The right to indemnification
conferred on such persons by this Section 9.1 shall be a contract right.

         Section 9.2 Right of Indemnitee to Bring Suit. If a claim under Section
9.1 of these Bylaws is not paid in full by the Corporation within sixty (60)
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 be twenty (20) 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, or in a suit brought by the
Corporation to recover an advancement of expenses pursuant to the terms of an
undertaking, 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 to 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 directors who are
not parties to such action, a committee of such directors, independent legal
counsel, or its stockholders) to have made a determination prior to the




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<PAGE>
commencement of such suit 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 directors who are not parties to such action, a committee of such
directors, independent legal counsel, or its stockholders) that the indemnitee
has not met such applicable standard of conduct, shall create a presumption that
the indemnitee has not met the applicable standard of conduct 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 this Article IX or otherwise shall be on the
Corporation.

         Section 9.3 Permissive Indemnification of Non-Officer Employees and
Agents. The Corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(whether or not an action by or in the right of the Corporation) by reason of
the fact that the person is or was an employee (other than an officer) or agent
of the Corporation, or, while serving as an employee (other than an officer) or
agent of the Corporation, is or was serving at the request of the Corporation as
a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, to the extent (i) permitted by the
laws of the State of Delaware as from time to time in effect, and (ii)
authorized in the sole discretion of the Chief Executive Officer and at least
one other of the following officers: the President, the Chief Financial Officer,
or the General Counsel of the Corporation (the Chief Executive Officer and any
of such other officers so authorizing such indemnification,



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the "Authorizing Officers"). The Corporation may, to the extent permitted by
Delaware law and authorized in the sole discretion of the Authorizing Officers,
pay expenses (including attorneys' fees) reasonably incurred by any such
employee or agent in defending any civil, criminal, administrative or
investigative action, suit or proceeding in advance of the final disposition of
such action, suit or proceeding, upon such terms and conditions as the
Authorizing Officers authorizing such expense advancement determine in their
sole discretion. The provisions of this Section 9.3 shall not constitute a
contract right for any such employee or agent.

         Section 9.4 General Provisions. The rights and authority conferred in
any of the Sections of this Article IX shall not be exclusive of any other right
which any person seeking indemnification or advancement of expenses may have or
hereafter acquire under any statute, provision of the Restated Certificate of
Incorporation or these Bylaws, agreement, vote of stockholders or disinterested
Directors or otherwise, both as to action in his or her official capacity and as
to action in another capacity while holding such office and shall continue as to
a person who has ceased to be a Director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such a
person. Neither the amendment or repeal of this Article IX or any of the
Sections thereof nor the adoption of any provision of the Restated Certificate
of Incorporation or these Bylaws or of any statute inconsistent with this
Article IX or any of the Sections thereof shall eliminate or reduce the effect
of this Article IX or any of the Sections thereof in respect of any acts or
omissions occurring prior to such amendment, repeal or adoption or an
inconsistent provision.



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                                    ARTICLE X

                                   Amendments

                  In furtherance and not in limitation of the powers conferred
by law, the Board of Directors is expressly authorized to adopt, amend and
repeal these Bylaws subject to the power of the holders of capital stock of the
Corporation to adopt, amend or repeal the Bylaws; provided, however, that, with
respect to the power of holders of capital stock to adopt, amend and repeal
Bylaws of the Corporation, notwithstanding any other provision of these Bylaws
or any provision of law which might otherwise permit a lesser vote or no vote,
but in addition to any affirmative vote of the holders of any particular class
or series of the capital stock of the Corporation required by law, these Bylaws
or any preferred stock, the affirmative vote of the holders of a majority of the
voting power of all of the then-outstanding shares entitled to vote generally in
the election of directors, voting together as a single class, shall be required
to adopt, amend or repeal any provision of these Bylaws; provided, however, that
upon and after such time as Continental Airlines, Inc., a Delaware corporation,
and its controlled affiliates cease to own shares of capital stock of the
Corporation representing more than fifty percent (50%) of the voting power of
all of the then-outstanding shares entitled to vote generally in the election of
directors, the affirmative vote of the holders of at least eighty percent (80%)
of the voting power of all of the then-outstanding shares of capital stock of
the Corporation entitled to vote generally in the election of directors, voting
together as a single class, shall be required to adopt, amend or repeal any
provision of these Bylaws.


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