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                                   EXHIBIT 3.2



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                         RICHMOND COUNTY FINANCIAL CORP.

                           AMENDED AND RESTATED BYLAWS

                            ARTICLE I - STOCKHOLDERS


      Section 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  subsequent  to the later of the date of
incorporation or the last annual meeting of stockholders.

      Section 2.  Special Meetings.
      ---------   ----------------

      Subject to the rights of the  holders of any class or series of  preferred
stock of the  Corporation,  special  meetings of stockholders of the Corporation
may be called only by the Board of Directors pursuant to a resolution adopted by
a majority of the total number of Directors which the Corporation  would have if
there  were no  vacancies  on the Board of  Directors  (hereinafter  the  "Whole
Board").

      Section 3.  Notice of Meetings.
      ---------   ------------------

      Written  notice  of the  place,  date,  and  time of all  meetings  of the
stockholders  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 or the Certificate of Incorporation of the
Corporation).

      When a meeting is adjourned to another place, date or time, written notice
need not be given of the adjourned  meeting if the place,  date and time thereof
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,  written notice of the place, date, and
time of the  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 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  (after  giving  effect  to  the  provisions  of  Article  FOURTH  of  the
Corporation's  Certificate of Incorporation),  shall constitute a quorum for all
purposes,  unless or except to the extent that the  presence of a larger  number
may be required by



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law. Where a separate vote by a class or classes is required,  a majority of the
shares of such class or classes present in person or represented by proxy (after
giving  effect  to  the  provisions  of  Article  FOURTH  of  the  Corporation's
Certificate of Incorporation)  shall constitute a quorum entitled to take action
with respect to that vote on that matter.

      If a quorum shall fail to attend any meeting,  the chairman of the meeting
or the  holders of a majority  of the shares of stock  entitled  to vote who are
present,  in person or by proxy, may adjourn the meeting to another place, date,
or time.

      If a notice of any adjourned  special  meeting of  stockholders is sent to
all  stockholders  entitled to vote  thereat,  stating that it will be held with
those  present  in person or by proxy  constituting  a  quorum,  then  except as
otherwise required by law, those present in person or by proxy at such adjourned
meeting  shall  constitute a quorum,  and all matters  shall be  determined by a
majority of the votes cast at such meeting.

      Section 5.  Organization.
      ---------   ------------

      Such  person  as the Board of  Directors  may have  designated  or, in the
absence of such a person,  the Chairman of the Board of the  Corporation  or, in
his or her 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 of the  Corporation,  the secretary of the meeting
shall be such person as the chairman appoints.

      Section 6.  Conduct of Business.
      ---------   -------------------

            (a) The chairman of any meeting of stockholders  shall determine the
order of business and the procedures 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 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.

            (b) At any annual  meeting of the  stockholders,  only such business
shall be conducted as shall have been brought  before the meeting:  (i) by or at
the  direction  of the  Board of  Directors  or (ii) by any  stockholder  of the
Corporation  who is entitled to vote with respect  thereto and who complies with
the  notice  procedures  set forth in this  Section  6(b).  For  business  to be
properly  brought before an annual  meeting by a stockholder,  the business must
relate to a proper subject  matter for  stockholder  action and the  stockholder
must have  given  timely  notice  thereof in  writing  to the  Secretary  of the
Corporation. To be timely, a stockholder's notice must be delivered or mailed to
and received at the principal executive offices of the Corporation not less than
ninety  (90) days prior to the date of the annual  meeting;  PROVIDED,  HOWEVER,
that in the event that less than one hundred  (100) days' notice or prior public
disclosure of the date of the meeting is given or made to  stockholders,  notice
by the  stockholder  to be timely must be  received  not later than the close of


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business on the 10th day  following  the day on which such notice of the date of
the  annual   meeting  was  mailed  or  such  public   disclosure  was  made.  A
stockholder's  notice to the  Secretary  shall 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 address,
as they appear on the  Corporation's  books, of the  stockholder  proposing such
business;  (iii)  the class and  number of shares of the  Corporation's  capital
stock that are  beneficially  owned by such  stockholder;  and (iv) any material
interest of such stockholder in such business. Notwithstanding anything in these
Bylaws to the contrary,  no business  shall be brought before or conducted at an
annual  meeting  except in accordance  with the provisions of this Section 6(b).
The Officer of the Corporation or other person presiding over the annual meeting
shall,  if the facts so  warrant,  determine  and  declare to the  meeting  that
business  was not properly  brought  before the meeting in  accordance  with the
provisions  of this  Section  6(b) and, if he should so  determine,  he shall so
declare to the meeting and any such  business so  determined  to be not properly
brought before the meeting shall not be transacted.

                  At any special meeting of the stockholders, only such business
shall be conducted  as shall have been  brought  before the meeting by or at the
direction of the Board of Directors.

            (c) Only persons who are nominated in accordance with the procedures
set  forth  in these  Bylaws  shall  be  eligible  for  election  as  Directors.
Nominations of persons for election to the Board of Directors of the Corporation
may be made at a meeting of  stockholders  at which  directors are to be elected
only:  (i) by or at the  direction  of the  Board of  Directors;  or (ii) by any
stockholder of the Corporation entitled to vote for the election of Directors at
the meeting who complies  with the notice  procedures  set forth in this Section
6(c).  Such  nominations,  other than those made by or at the  direction  of the
Board of  Directors,  shall be made by timely notice in writing to the Secretary
of the Corporation.  To be timely, a stockholder's  notice shall be delivered or
mailed to and received at the principal executive offices of the Corporation not
less than ninety (90) days prior to the date of the meeting; PROVIDED,  HOWEVER,
that in the  event  that  less  than one  hundred  (100)  days'  notice or prior
disclosure of the date of the meeting is given or made to  stockholders,  notice
by the  stockholder to be timely must be so received not later than the close of
business on the 10th day  following  the day on which such notice of the date of
the meeting was mailed or such public  disclosure was made.  Such  stockholder's
notice shall set forth: (i) as to each person whom such stockholder  proposes to
nominate for election or re-election 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 (including
such person's written consent to being named in the proxy statement as a nominee
and to serving as a director if elected);  and (ii) as to the stockholder giving
the notice (x) the name and address, as they appear on the Corporation's  books,
of such stockholder and (y) the class and number of shares of the  Corporation's
capital stock that are beneficially owned by such stockholder. At the request of
the Board of  Directors,  any person  nominated  by the Board of  Directors  for
election as a Director  shall furnish to the Secretary of the  Corporation  that
information  required to be set forth in a  stockholder's  notice of  nomination
which  pertains to the  nominee.  No


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person shall be eligible for  election as a Director of the  Corporation  unless
nominated in accordance with the provisions of this Section 6(c). The Officer of
the Corporation or other person  presiding at the meeting shall, if the facts so
warrant,  determine  that a  nomination  was not made in  accordance  with  such
provisions  and, if he or she shall so determine,  he or she shall so declare to
the meeting and the defective nomination shall be disregarded.

      Section 7.  Proxies and Voting.
      ---------   ------------------

            A stockholder  may execute a writing  authorizing  another person or
persons to act for such  stockholder as proxy.  Execution may be accomplished by
the stockholder or such stockholder's authorized officer, director,  employee or
agent signing such writing or causing such  person's  signature to be affixed to
such writing by any reasonable means including, but not limited to, by facsimile
signature. A stockholder may authorize another person or persons to act for such
stockholder  as proxy by  transmitting  or  authorizing  the  transmission  of a
telegram, cablegram, or other means of electronic transmission to the person who
will be the holder of the proxy or to a proxy  solicitation  firm, proxy support
service organization or like agent duly authorized by the person who will be the
holder  of the  proxy  to  receive  such  transmission,  provided  that any such
telegram,  cablegram or other means of electronic  transmission  must either set
forth or be submitted with  information from which it can be determined that the
telegram,   cablegram  or  other  electronic   transmission  was  authorized  by
stockholder.   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.

      All voting,  including on the election of Directors  but  excepting  where
otherwise required by law or by the governing documents of the Corporation,  may
be made by a voice  vote;  PROVIDED,  HOWEVER,  that upon  demand  therefor by a
stockholder  entitled to vote or his or her proxy,  a stock vote shall be taken.
Every stock vote shall be taken by ballot, each of which shall state the name of
the  stockholder  or proxy voting and such other  information as may be required
under the procedures  established  for the meeting.  The  Corporation  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 persons as 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 shall appoint one or more inspectors to act
at the  meeting.  Each  inspector,  before  entering  upon the  discharge of his
duties,  shall  take  and sign an oath  faithfully  to  execute  the  duties  of
inspector with strict impartiality and according to the best of his ability.

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


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      Section 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 any
purpose germane to the meeting,  during ordinary  business hours for a period of
at least ten (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 stock list shall also be kept at the place of the  meeting  during the
whole time thereof and shall be open to the examination of any such  stockholder
who is present.  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.

      Section 9.  Consent of Stockholders in Lieu of Meeting.
      ---------   ------------------------------------------

      Subject to the rights of the  holders of any class or series of  preferred
stock of the  Corporation,  any action  required or permitted to be taken by the
stockholders of the Corporation must be effected at an annual or special meeting
of  stockholders  of the  Corporation  and may not be effected by any consent in
writing by such stockholders.


                         ARTICLE II - BOARD OF DIRECTORS

      Section 1.  General Powers, Number, Term of Office and Limitations.
      ---------   ------------------------------------------------------

            The  business  and  affairs  of the  Corporation  shall be under the
direction  of its  Board  of  Directors.  The  number  of  Directors  who  shall
constitute the Whole Board shall be such number as the Board of Directors  shall
from  time  to  time  have  designated,  except  that  in the  absence  of  such
designation  shall be  eight.  The Board of  Directors  shall  annually  elect a
Chairman of the Board from among its members who shall, when present, preside at
its meetings.

            The Directors, other than those who may be elected by the holders of
any class or series of Preferred  Stock,  shall be divided,  with respect to the
time for which they severally hold office, into three classes,  with the term of
office of the first class to expire at the first annual meeting of stockholders,
the term of  office of the  second  class to expire  at the  annual  meeting  of
stockholders  one year  thereafter  and the term of office of the third class to
expire at the annual meeting of  stockholders  two years  thereafter,  with each
Director to hold office until his or her successor  shall have been duly elected
and qualified.  At each annual  meeting of  stockholders,  Directors  elected to
succeed those  Directors  whose terms then expire shall be elected for a term of
office to expire at the third  succeeding  annual meeting of stockholders  after
their  election,  with each  Director to hold office until his or her  successor
shall have been duly elected and qualified.

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      Section 2.  Vacancies and Newly Created Directorships.
      ---------   -----------------------------------------

      Subject to the rights of the  holders of any class or series of  Preferred
Stock,  and unless the Board of Directors  otherwise  determines,  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 may be filled
only by a majority  vote of the  Directors  then in office,  though  less than a
quorum,  and  Directors so chosen  shall hold office for a term  expiring at the
annual meeting of stockholders at which the term of office of the class to which
they have been elected  expires and until such  Director's  successor shall have
been duly  elected  and  qualified.  No  decrease  in the  number of  authorized
directors  constituting  the  Board  shall  shorten  the  term of any  incumbent
Director.

      Section 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 4.  Special Meetings.
      ---------   ----------------

      Special  meetings  of the Board of  Directors  may be called by  one-third
(1/3) of the Directors then in office  (rounded up to the nearest whole number),
by the Chairman of the Board or the President or, in the event that the Chairman
of the Board or President  are  incapacitated  or otherwise  unable to call such
meeting, by the Secretary, and shall be held at such place, on such date, and at
such time as they, or he or she, shall fix. Notice of the place,  date, and time
of each such  special  meeting  shall be given each  Director  by whom it is not
waived by mailing  written notice not less than five (5) days before the meeting
or by telegraphing or telexing or by facsimile 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 5.  Quorum.
      ---------   ------

      At any  meeting of the Board of  Directors,  a majority 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 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 or  committee  by means of  conference
telephone  or similar  communications  equipment  by means of which all  persons
participating  in the meeting can hear each other and such  participation  shall
constitute presence in person at such meeting.


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      Section 7.  Conduct of Business.
      ---------   -------------------

      At any meeting of the Board of Directors,  business shall be transacted in
such  order and  manner as the  Board 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,  and the  writing  or  writings  are  filed  with  the  minutes  of
proceedings of the Board of Directors.

      Section 8.  Powers.
      ---------   ------

      The Board of Directors may, except as otherwise  required by law, exercise
all such powers and do all such acts and things as may be  exercised  or done by
the Corporation.

      Section 9.  Compensation of Directors.
      ---------   -------------------------

      Directors,  as such,  may receive,  pursuant to resolution of the Board of
Directors,  fixed fees and other  compensation  for their services as Directors,
including,  without  limitation,  their services as members of committees of the
Board of Directors.


                            ARTICLE III - COMMITTEES

      Section 1.  Committees of the Board of Directors.
      ---------   ------------------------------------

      The Board of Directors, by a vote of a majority of the Board of Directors,
may from time to time  designate  committees  of the Board,  with such  lawfully
delegable powers and duties as it thereby  confers,  to serve at the pleasure of
the Board and shall,  for these  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. Any committee so designated
may  exercise  the power and  authority  of the Board of  Directors to declare a
dividend,  to  authorize  the  issuance  of stock or to adopt a  certificate  of
ownership and merger pursuant to Section 253 of the Delaware General Corporation
Law  if  the  resolution  which  designates  the  committee  or  a  supplemental
resolution  of the  Board of  Directors  shall so  provide.  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  present at the meeting and
not  disqualified  from  voting,  whether or not he or 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.




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      Section 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.  The quorum  requirements  for each such
committee shall be a majority of the members of such committee  unless otherwise
determined  by the  Board  of  Directors  by a  majority  vote of the  Board  of
Directors  which  such  quorum  determined  by a  majority  of the  Board may be
one-third of such members and all matters considered by such committees 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,
and the writing or writings  are filed with the  minutes of the  proceedings  of
such committee.

      Section 3.  Nominating Committee.
      ----------  --------------------

      The Board of Directors shall appoint a Nominating  Committee of the Board,
consisting of not less than three (3) members.  The Nominating  Committee  shall
have  authority:  (a) to review any  nominations  for  election  to the Board of
Directors made by a stockholder of the Corporation  pursuant to Section 6(c)(ii)
of Article I of these Bylaws in order to determine  compliance  with such Bylaw;
and (b) to  recommend  to the Whole Board  nominees for election to the Board of
Directors to replace those Directors whose terms expire at the annual meeting of
stockholders next ensuing.

                              ARTICLE IV - OFFICERS

      Section 1.  Generally.
      ---------   ---------

            (a) The Board of Directors as soon as may be  practicable  after the
annual  meeting of  stockholders  shall  choose a Chairman  of the Board,  Chief
Executive Officer, a President,  one or more Vice Presidents,  a Secretary and a
Treasurer  and from time to time may choose  such other  officers as it may deem
proper. The Chairman of the Board shall be chosen from among the Directors.  Any
number of offices may be held by the same person.

            (b) The term of  office  of all  Officers  shall  be until  the next
annual election of Officers and until their respective successors are chosen but
any Officer may be removed from office at any time by the affirmative  vote of a
majority of the authorized  number of Directors then  constituting  the Board of
Directors.

            (c) All Officers  chosen by the Board of  Directors  shall have such
powers and duties as generally pertain to their respective  Offices,  subject to
the specific  provisions of this ARTICLE IV. Such officers  shall also have such
powers  and  duties  as from  time to time  may be  conferred  by the  Board  of
Directors or by any committee thereof.

            (d) The Board of Directors may, except as otherwise required by law,
remove any Officer of the  Corporation  with or without cause,  and from time to
time, devolve the powers and

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duties of any Officer  upon any other  person for the time being,  and to confer
upon any  Officer of the  Corporation  the power to  appoint,  remove or suspend
subordinate officers, employees and agents.

      Section 2.  Chairman of the Board of Directors.
      ---------   ----------------------------------

      The Chairman of the Board shall, subject to the provisions of these Bylaws
and to the  direction  of the Board of  Directors,  serve in  general  executive
capacity and unless the Board has designated another person, when present, shall
preside at all meetings of the stockholders of the Corporation.  The Chairman of
the Board  shall  perform  all  duties and have all  powers  which are  commonly
incident to the office of Chairman of the Board or which are delegated to him or
her by the  Board of  Directors.  He or she shall  have  power to sign all stock
certificates,  contracts  and other  instruments  of the  Corporation  which are
authorized.

      Section 3.  Chief Executive Officer.
      ---------   -----------------------

      The Chief  Executive  Officer  shall have general  responsibility  for the
management and control of the business and affairs of the  Corporation and shall
perform all duties and have all powers which are commonly incident to the office
of Chief Executive  Officer or which are delegated to him or her by the Board of
Directors.  Subject  to the  direction  of the  Board of  Directors,  the  Chief
Executive Officer shall have power to sign all stock certificates, contracts and
other instruments of the Corporation which are authorized and shall have general
supervision of all of the other Officers (other than the Chairman of the Board),
employees and agents of the Corporation.

      Section 4.  President.
      ---------   ---------

      The President shall perform the duties of the Chief  Executive  Officer in
his absence or during his  inability to act. In addition,  the  President  shall
have the general responsibilities for the management and control of the business
and affairs of the  Corporation  which are not the  responsibility  of the Chief
Executive Officer and shall perform the duties and exercise the powers as may be
properly assigned to him by the Board of Directors, the Chairman of the Board or
the Chief Executive Officer. Subject to the direction of the Board of Directors,
the  President  shall have power to sign all stock  certificates,  contracts and
other instruments of the Corporation which are authorized and shall have general
supervision of all of the other  Officers  (other than the Chairman of the Board
and Chief Executive Officer).

      Section 5.  Vice President.
      ----------  --------------

      The Vice  President  or Vice  Presidents  shall  perform the duties of the
President in his absence or during his  inability to act. In addition,  the Vice
Presidents  shall perform the duties and exercise the powers usually incident to
their respective  offices and/or such other duties and powers as may be properly
assigned  to them by the Board of  Directors,  the  Chairman of the Board or the
President.  A Vice  President or Vice  Presidents may be designated as Executive
Vice President or Senior Vice President.


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      Section 6.  Secretary.
      ---------   ---------

      The  Secretary or  Assistant  Secretary  shall issue  notices of meetings,
shall keep their minutes, shall have charge of the seal and the corporate books,
shall  perform such other  duties and exercise  such other powers as are usually
incident to such  office  and/or  such other  duties and powers as are  properly
assigned  thereto by the Board of  Directors,  the  Chairman of the Board or the
President.  Subject to the  direction of the Board of  Directors,  the Secretary
shall have the power to sign all stock certificates.

      Section 7.  Treasurer.

      The Treasurer  shall be the  Comptroller of the Corporation and shall have
the responsibility for maintaining the financial records of the Corporation.  He
or she shall  make such  disbursements  of the funds of the  Corporation  as are
authorized  and  shall  render  from  time  to  time  an  account  of  all  such
transactions and of the financial  condition of the  Corporation.  The Treasurer
shall also perform such other duties as the Board of Directors  may from time to
time  prescribe.  Subject  to the  direction  of the  Board  of  Directors,  the
Treasurer shall have the power to sign all stock certificates.

      Section 8.  Assistant Secretaries and Other Officers.
      ---------   -----------------------------------------

      The Board of Directors may appoint one or more Assistant  Secretaries  and
such other  Officers who shall have such powers and shall perform such duties as
are  provided  in these  Bylaws  or as may be  assigned  to them by the Board of
Directors, the Chairman of the Board or the President.

      Section 9.  Action with Respect to Securities of Other Corporations.
      ----------  --------------------------------------------------------

      Unless otherwise directed by the Board of Directors,  the President or any
Officer of the Corporation  authorized by the President 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 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 the President,  and by
the  Secretary  or  an  Assistant  Secretary,  or  any  Treasurer  or  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.


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      Section 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 4 of Article V 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 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 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 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 next day 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 or 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 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
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.  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.



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<PAGE> 13



                              ARTICLE VI - NOTICES

      Section 1.  Notices.
      ---------   -------

      Except as otherwise  specifically  provided herein or required by law, all
notices required to be given to any stockholder,  Director, Officer, employee or
agent shall be in writing and may in every instance be effectively given by hand
delivery  to the  recipient  thereof,  by  depositing  such notice in the mails,
postage paid, or by sending such notice by prepaid telegram or mailgram or other
courier.  Any such notice  shall be  addressed  to such  stockholder,  Director,
Officer,  employee or agent at his or her last known address as the same appears
on the books of the Corporation.  The time when such notice is received, if hand
delivered,  or  dispatched,  if  delivered  through  the mails or by telegram or
mailgram or other courier, shall be the time of the giving of the notice.

      Section 2.  Waivers.
      ---------   -------

      A  written  waiver  of any  notice,  signed  by a  stockholder,  Director,
Officer,  employee or agent,  whether  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 stockholder,  Director,  Officer, employee or agent. Neither
the business nor the purpose of any meeting need be specified in such a waiver.


                           ARTICLE VII - MISCELLANEOUS

      Section 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 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 an
assistant to the Treasurer.

      Section 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  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

                                      12

<PAGE> 14


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 4.  Fiscal Year.
      ---------   -----------

      The  fiscal  year of the  Corporation  shall be as  fixed by the  Board of
Directors.

      Section 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.

      Section 6.  Adoption of Regulations.
      ----------  ------------------------

      The Board of Directors  may,  except as otherwise  required by law,  adopt
from time to time  regulations,  not  inconsistent  with these  Bylaws,  for the
management of the Corporation's business and affairs.


                            ARTICLE VIII - AMENDMENTS

      The Board of  Directors  may amend,  alter or repeal  these  Bylaws at any
meeting of the Board,  provided notice of the proposed change was given not less
than two (2) days prior to the meeting.  The stockholders  shall also have power
to amend,  alter or repeal these Bylaws at any meeting of stockholders  provided
notice of the proposed change was given in the notice of the meeting;  PROVIDED,
HOWEVER,  that,  notwithstanding  any  other  provisions  of the  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 voting stock required by law, the  Certificate  of  Incorporation,
any Preferred Stock  Designation or these Bylaws,  the affirmative  votes of the
holders of at least 80% of the voting power of all the  then-outstanding  shares
of the Voting Stock,  voting  together as a single  class,  shall be required to
alter, amend or repeal any provisions of these Bylaws.

The above Amended Bylaws are effective as of July 26, 2000.






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