Exhibit 3.3



                                     BYLAWS
                                       OF
                           EDGE PETROLEUM CORPORATION

                                    ARTICLE I

                                     OFFICES

1.1      Registered Office. The registered office of Edge Petroleum  Corporation
         (the  "Corporation")  required  by the General  Corporation  Law of the
         State  of  Delaware  or  any  successor  statute  (the  "DGCL"),  to be
         maintained  in the State of Delaware,  shall be the  registered  office
         named in the Certificate of Incorporation of the Corporation, as it may
         be amended or  restated in  accordance  with the DGCL from time to time
         (the  "Certificate of  Incorporation"),  or such other office as may be
         designated  from  time  to  time  by  the  Board  of  Directors  of the
         Corporation  (the "Board of Directors") in the manner  provided by law.
         Should the Corporation  maintain a principal office within the State of
         Delaware such registered office need not be identical to such principal
         office of the Corporation.

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

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

2.1      Place of Meetings. Meetings of stockholders shall be held at such place
         within or without  the State of Delaware  as may be  designated  by the
         Board of Directors or the officer calling the meeting.

2.2      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,  within or without the State of
         Delaware,  on such  date,  and at such time as the  Board of  Directors
         shall fix and set forth in the notice of the meeting,  which date shall
         be within  thirteen  months  subsequent  to the last annual  meeting of
         stockholders.  At the  annual  meeting of the  stockholders,  only such
         business shall be conducted as shall have been properly  brought before
         the annual meeting as set forth in Section 2.8 hereof.  Failure to hold
         the annual meeting at the designated  time shall not work a dissolution
         of the Corporation.

2.3      Special Meetings. Special meetings of the stockholders may be called at
         any time by the Chairman of the Board, the Chief Executive Officer, the
         President or the Board of Directors  pursuant to a resolution  approved
         by the affirmative vote of a majority of the entire Board of Directors.
         Upon  written  request of any person or persons  who have duly called a
         special  meeting,  it  shall  be  the  duty  of  the  Secretary  of the
         Corporation to fix the date of the meeting to be held not less than ten
         nor more than 60 days after the  receipt of the request and to give due
         notice  thereof.  If the  Secretary  shall neglect or refuse to fix the
         date of the  meeting  and give  notice  thereof,  the person or persons
         calling  the  meeting  may  do  so.  Every   special   meeting  of  the
         stockholders shall be held at such place within or without the State of
         Delaware as the Board of Directors may designate, or, in the absence of
         such  designation,  at the registered  office of the Corporation in the
         State of Delaware.

2.4      Notice of Meeting.  Written or printed  notice of all meetings  stating
         the place,  day and hour of the  meeting  and, in the case of a special
         meeting, the purpose or purposes for which the meeting is called, shall
         be delivered not less than ten nor more than 60 days before the date of
         the meeting,  either  personally  or by mail, by or at the direction of
         the  Chairman  of the Board,  Chief  Executive  Officer,  President  or
         Secretary of the Corporation,  to each stockholder  entitled to vote at
         such meeting. If mailed, such notice shall be deemed to be delivered to
         a stockholder  when  deposited in the United  States mail  addressed to
         such


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         stockholder  at such  stockholder's  address as it appears on the stock
         transfer records of the Corporation, with postage thereon prepaid.

2.5      Registered  Holders  of Shares; Closing of Share Transfer  Records; and
         Record Date.

         (a)        Registered  Holders as  Owners.  Unless  otherwise  provided
                    under Delaware law, the Corporation may regard the person in
                    whose  name  any  shares  issued  by  the   Corporation  are
                    registered in the stock transfer  records of the Corporation
                    at any particular time (including, without limitation, as of
                    a  record  date  fixed  pursuant  to  paragraph  (b) of this
                    Section  2.5) as the owner of those  shares at that time for
                    purposes of voting  those  shares,  receiving  distributions
                    thereon or notices in respect  thereof,  transferring  those
                    shares,  exercising  rights of dissent with respect to those
                    shares,  entering  into  agreements  with  respect  to those
                    shares, or giving proxies with respect to those shares;  and
                    neither the Corporation nor any of its officers,  directors,
                    employees  or agents  shall be  liable  for  regarding  that
                    person as the  owner of those  shares at that time for those
                    purposes,  regardless  of whether  that  person  possesses a
                    certificate for those shares.

         (b)        Record  Date.  For the purpose of  determining  stockholders
                    entitled  to  notice  of  or  to  vote  at  any  meeting  of
                    stockholders  or any  adjournment  thereof,  or  entitled to
                    receive a  distribution  by the  Corporation  (other  than a
                    distribution  involving  a  purchase  or  redemption  by the
                    Corporation  of any of its own shares) or a share  dividend,
                    or in order to make a determination  of stockholders for any
                    other  proper  purpose,  the Board of  Directors  may fix in
                    advance a date as the record date for any such determination
                    of  stockholders,  such date in any case to be not more than
                    60 days and, in the case of a meeting of  stockholders,  not
                    less  than  ten  days,  prior  to  the  date  on  which  the
                    particular   action   requiring   such    determination   of
                    stockholders  is to be taken.  The Board of Directors  shall
                    not close the books of the Corporation  against transfers of
                    shares during the whole or any part of such period.

         If the Board of Directors does not fix a record date for any meeting of
         the stockholders, the record date for determining stockholders entitled
         to  notice  of or to vote at such  meeting  shall  be at the  close  of
         business on the day next  preceding  the day on which  notice is given,
         or, if in accordance with Section 7.3 of these Bylaws notice is waived,
         at the close of business on the day next preceding the day on which the
         meeting is held.

2.6      Quorum of Stockholders;  Adjournment.  Unless otherwise provided in the
         Certificate of Incorporation,  a majority of the outstanding  shares of
         capital stock of the Corporation entitled to vote, present in person or
         represented by proxy,  shall  constitute a quorum at any meeting of the
         stockholders, and the stockholders present at any duly convened meeting
         may  continue  to do business  until  adjournment  notwithstanding  any
         withdrawal from the meeting of holders of shares counted in determining
         the existence of a quorum. Unless otherwise provided in the Certificate
         of Incorporation  or these Bylaws,  any meeting of the stockholders may
         be  adjourned  from time to time by the  chairman of the meeting or the
         holders of a majority of the issued and outstanding  stock,  present in
         person or  represented  by proxy,  whether or not a quorum is  present,
         without notice other than by  announcement at the meeting at which such
         adjournment  is taken,  and at any such  adjourned  meeting  at which a
         quorum  shall be  present  any action may be taken that could have been
         taken  at  the  meeting  originally   called;   provided  that  if  the
         adjournment is for more than 30 days, or if after the adjournment a new
         record  date is  fixed  for the  adjourned  meeting,  a  notice  of the
         adjourned meeting shall be given to each stockholder of record entitled
         to vote at the adjourned meeting.

2.7      Voting by Stockholders.

         (a)      Voting on Matters Other than the Election of  Directors.  With
                  respect to any matters as to which no other voting requirement
                  is specified by the DGCL, the Certificate of  Incorporation or
                  these Bylaws,  the  affirmative  vote required for stockholder
                  action  shall be that of a majority  of the shares  present in
                  person or  represented by proxy at the meeting (as counted for
                  purposes  of  determining  the  existence  of a quorum  at the
                  meeting).  In the case of a matter submitted for a vote of the
                  stockholders as to which a stockholder approval requirement is
                  applicable under the stockholder  approval policy of any stock
                  exchange or quotation system on which the capital stock


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                  of the  Corporation is traded or quoted,  the  requirements of
                  Rule  16b-3  under the  Securities  Exchange  Act of 1934,  as
                  amended (the "Exchange Act"), or any provision of the Internal
                  Revenue  Code,  in  each  case  for  which  no  higher  voting
                  requirement  is  specified  by the DGCL,  the  Certificate  of
                  Incorporation or these Bylaws,  the vote required for approval
                  shall be the  requisite  vote  specified  in such  stockholder
                  approval   policy,   Rule  16b-3  or  Internal   Revenue  Code
                  provision, as the case may be (or the highest such requirement
                  if more  than  one is  applicable).  For the  approval  of the
                  appointment of independent  public  accountants  (if submitted
                  for a  vote  of  the  stockholders),  the  vote  required  for
                  approval shall be a majority of the votes cast on the matter.

         (b)      Voting in the Election of Directors. Unless otherwise provided
                  in  the  Certificate  of  Incorporation  or  these  Bylaws  in
                  accordance  with the DGCL,  directors  shall be  elected  by a
                  plurality  of the votes  cast by the  holders  of  outstanding
                  shares of capital stock of the Corporation entitled to vote in
                  the  election of  directors  at a meeting of  stockholders  at
                  which a quorum is present.

2.8      Business to be Conducted.

         (a)      At an annual meeting of stockholders, only such business shall
                  be conducted,  and only such proposals shall be acted upon, as
                  shall have been brought before the annual meeting (i) by or at
                  the  direction  of the  Board  of  Directors  or  (ii)  by any
                  stockholder of the  Corporation who is a stockholder of record
                  at the  time  of  the  giving  of  such  stockholder's  notice
                  provided  for in this  Section  2.8,  who shall be entitled to
                  vote at such meeting and who complies with the requirements of
                  this Section 2.8 and as shall otherwise be proper subjects for
                  stockholder  action and shall be  properly  introduced  at the
                  meeting.  For a  proposal  to be  properly  brought  before an
                  annual  meeting by a  stockholder,  in  addition  to any other
                  applicable  requirements,  the  stockholder  must  have  given
                  timely  advance  notice thereof in writing to the Secretary of
                  the Corporation.  To be timely, a stockholder's notice must be
                  delivered  to,  or  mailed  and  received  at,  the  principal
                  executive  offices of the Corporation not later than the close
                  of business on the 45th day prior to the first  anniversary of
                  the preceding year's annual meeting;  provided,  however, that
                  in the event that the date of the annual  meeting is more than
                  30 days  before or more than 60 days  after  such  anniversary
                  date,  notice  by the  stockholder  to be  timely  must  be so
                  delivered not later than the close of business on the later of
                  the 45th  day  prior to such  annual  meeting  or the 10th day
                  following the day on which public  announcement of the date of
                  such  meeting  is  first  made by the  Corporation.  Any  such
                  stockholder's notice to the Secretary of the Corporation shall
                  set forth as to each matter the stockholder  proposes to bring
                  before the annual  meeting (i) a  description  of the proposal
                  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 and any
                  other  stockholders known by such stockholder to be supporting
                  such  proposal,  (iii) the  class and  number of shares of the
                  Corporation's   stock  that  are  beneficially  owned  by  the
                  stockholder  on the date of such  notice,  (iv) any  financial
                  interest  of  the  stockholder  in  such  proposal  and  (v) a
                  representation  that the  stockholder  intends  to  appear  in
                  person  or by  proxy at the  meeting  to  bring  the  proposed
                  business before the annual meeting.  The presiding  officer of
                  the annual meeting shall determine whether the requirements of
                  this   paragraph  (a)  have  been  met  with  respect  to  any
                  stockholder proposal. If the presiding officer determines that
                  a  stockholder  proposal was not made in  accordance  with the
                  terms  of this  paragraph  (a),  he shall  so  declare  at the
                  meeting and any such  proposal  shall not be acted upon at the
                  meeting.  At a  special  meeting  of  stockholders,  only such
                  business  shall be acted  upon as shall have been set forth in
                  the notice  relating  to the  meeting  required by Section 2.4
                  hereof or as shall constitute  matters incident to the conduct
                  of the meeting as the  presiding  officer of the meeting shall
                  determine to be appropriate.

         (b)      Notwithstanding the foregoing  provisions of this Section 2.8,
                  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 2.8.

2.9      Proxies. Each stockholder entitled to vote at a meeting of stockholders
         may  authorize  another  person  or  persons  to act for him by  proxy.
         Proxies for use at any meeting of stockholders shall be filed with the

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         Secretary,  or such other  officer as the Board of  Directors  may from
         time to time  determine  by  resolution,  before  or at the time of the
         meeting.  All  proxies  shall be received  and taken  charge of and all
         ballots shall be received and canvassed by the secretary of the meeting
         who shall decide all questions relating to the qualification of voters,
         the validity of the proxies,  and the acceptance or rejection of votes,
         unless an  inspector  or  inspectors  shall have been  appointed by the
         chairman of the meeting,  in which event such  inspector or  inspectors
         shall decide all such questions.

2.10     Approval or  Ratification  of Acts or  Contracts by  Stockholders.  The
         Board of Directors in its discretion may submit any act or contract for
         approval or ratification at any annual meeting of the stockholders,  or
         at any special  meeting of the  stockholders  called for the purpose of
         considering  any such act or  contract,  and any act or  contract  that
         shall  be  approved  or be  ratified  by the  vote of the  stockholders
         holding a majority of the issued and outstanding shares of stock of the
         Corporation  entitled to vote and present in person or by proxy at such
         meeting  (provided that a quorum is present),  shall be as valid and as
         binding upon the Corporation and upon all the stockholders as if it has
         been approved or ratified by every stockholder of the Corporation.

                                   ARTICLE III

                                    DIRECTORS

3.1      Number, Classification and Tenure and Composition.

         (a)      The powers of the  Corporation  shall be exercised by or under
                  the  authority  of,  and  the  business  and  affairs  of  the
                  Corporation shall be managed under the direction of, the Board
                  of  Directors.  The Board of  Directors  shall be divided into
                  three classes as provided in the Certificate of Incorporation.
                  Each  director  shall hold  office for the full term for which
                  such director is elected and until such  director's  successor
                  shall  have  been  duly  elected  and  qualified  or until his
                  earlier death or resignation or removal in accordance with the
                  Certificate of Incorporation or these Bylaws.

         (b)      Within   the   limits   specified   in  the   Certificate   of
                  Incorporation,  the number of directors that shall  constitute
                  the whole  Board of  Directors  shall be fixed by,  and may be
                  increased or decreased  from time to time by, the  affirmative
                  vote of a majority of the members at any time constituting the
                  Board of Directors.  Except as provided in the  Certificate of
                  Incorporation,  newly created directorships resulting from any
                  increase in the number of directors  and any  vacancies on the
                  Board  of  Directors   resulting   from  death,   resignation,
                  disqualification,  removal or other  cause  shall be filled by
                  the affirmative vote of a majority of the remaining  directors
                  then in office, even though less than a quorum of the Board of
                  Directors.   Any  director  elected  in  accordance  with  the
                  preceding  sentence shall hold office for the remainder of the
                  full  term  of  the  class  of  directors  in  which  the  new
                  directorship  was  created or the vacancy  occurred  and until
                  such   director's   successor  shall  have  been  elected  and
                  qualified or until his earlier death,  resignation or removal.
                  No decrease in the number of directors  constituting the Board
                  of Directors shall shorten the term of any incumbent director.

         (c)      At least a majority of the  members of the Board of  Directors
                  shall be persons who are not employees of the Corporation or a
                  subsidiary thereof (each a "Nonemployee Director"). If for any
                  reason  such a  majority  ceases to exist,  then,  in order to
                  achieve such a majority,  the Board of Directors shall appoint
                  Nonemployee  Directors  to fill such  number of then  existing
                  vacancies on the Board of Directors as is necessary to achieve
                  such a majority,  and if such majority  continues not to exist
                  after all then  existing  vacancies  on the Board of Directors
                  have been  filled and subject to the limits  specified  in the
                  Certificate of  Incorporation  and this Section 3.1, the Board
                  of  Directors  shall  increase  the  number of  directors  and
                  appoint  Nonemployee  Directors  to fill such  number of newly
                  created positions as is necessary to achieve such majority.

3.2      Qualifications.  Directors  need  not  be  residents  of the  State  of
         Delaware or stockholders of the Corporation.


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3.3      Nomination of  Directors.  Subject to such rights of the holders of one
         or more  outstanding  series of Preferred  Stock of the  Corporation to
         elect one or more  directors  in case of  arrearages  in the payment of
         dividends or other  defaults as shall be prescribed in the  Certificate
         of  Incorporation  or in the  resolutions  of the  Board  of  Directors
         providing for the  establishment  of any such series,  only persons who
         are  nominated  in  accordance  with the  procedures  set forth in this
         Section  3.3  shall be  eligible  for  election  as,  and to serve  as,
         directors.  Nominations  of  persons  for  election  to  the  Board  of
         Directors  may be  made  at a  meeting  of the  stockholders  at  which
         Directors  are to be elected (i) by or at the direction of the Board of
         Directors  or  (ii)  by any  stockholder  of the  Corporation  who is a
         stockholder  of record at the time of the giving of such  stockholder's
         notice  provided for in this Section 3.3, who shall be entitled to vote
         at such meeting in the election of directors  and who complies with the
         requirements  of this Section 3.3. Such  nominations,  other than those
         made  by or at the  direction  of the  Board  of  Directors,  shall  be
         preceded by timely  advance  notice in writing to the  Secretary of the
         Corporation.  To be timely,  a stockholder's  notice shall be delivered
         to, or mailed and received at, the principal  executive  offices of the
         Corporation  (i) with  respect to an  election to be held at the annual
         meeting  of the  stockholders  of the  Corporation,  not later than the
         close of business on the 45th day prior to the first anniversary of the
         preceding year's annual meeting;  provided,  however, that in the event
         that the date of the annual meeting is more than 30 days before or more
         than 60 days after such anniversary  date, notice by the stockholder to
         be timely must be so delivered  not later than the close of business on
         the later of the 45th day prior to such annual  meeting or the 10th day
         following  the day on  which  public  announcement  of the date of such
         meeting is first made by the  Corporation;  and (ii) with respect to an
         election  to be  held  at a  special  meeting  of  stockholders  of the
         Corporation  for the election of directors  not later than the close of
         business on the tenth day following the day on which notice of the date
         of the special meeting was mailed to stockholders of the Corporation as
         provided in Section 2.4 hereof or public  disclosure of the date of the
         special   meeting  was  made,   whichever   first   occurs.   Any  such
         stockholder's  notice to the  Secretary  of the  Corporation  shall set
         forth (x) as to each person whom the  stockholder  proposes to nominate
         for election or re-election as a director,  (i) the name, age, business
         address  and  residence  address  of such  person,  (ii) the  principal
         occupation or employment of such person,  (iii) the number of shares of
         each class of capital stock of the  Corporation  beneficially  owned by
         such  person,  (iv) the  written  consent of such person to having such
         person's  name  placed in  nomination  at the meeting and to serve as a
         director  if elected  and (v) any other  information  relating  to such
         person that is required to be disclosed in solicitations of proxies for
         election of directors, or is otherwise required, pursuant to Regulation
         14A under the Exchange  Act, and (y) as to the  stockholder  giving the
         notice,  (i) the name and address,  as they appear on the Corporation's
         books, of such  stockholder and (ii) the number of shares of each class
         of voting stock of the Corporation that are then beneficially  owned by
         such stockholder.  The presiding officer of the meeting of stockholders
         shall determine  whether the requirements of this Section 3.3 have been
         met with  respect to any  nomination  or  intended  nomination.  If the
         presiding  officer  determines  that  any  nomination  was not  made in
         accordance  with the  requirements  of this  Section  3.3,  he shall so
         declare  at  the  meeting  and  the  defective   nomination   shall  be
         disregarded.  Notwithstanding the foregoing  provisions of this Section
         3.3, 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 3.3.

3.4      Place of Meeting;  Order of Business.  Except as otherwise  provided by
         law,  meetings of the Board of  Directors,  regular or special,  may be
         held either within or without the State of Delaware,  at whatever place
         is  specified  by the person or persons  calling  the  meeting.  In the
         absence of  specific  designation,  the  meetings  shall be held at the
         principal  office of the  Corporation.  At all meetings of the Board of
         Directors,  business  shall be  transacted  in such order as shall from
         time to time be determined by the Chairman of the Board (if any), or in
         his absence by the Chief  Executive  Officer,  or in his absence by the
         President, or by resolution of the Board of Directors.

3.5      Regular  Meetings.  At  least  one  regular  meeting  of the  Board  of
         Directors shall be held during each quarter of the Corporation's fiscal
         year.  Regular meetings of the Board of Directors shall be held at such
         place or places  within or without the State of Delaware,  at such hour
         and on  such  day as  may  be  fixed  by  resolution  of the  Board  of
         Directors,  without further notice of such meetings.  The time or place
         of holding regular meetings of the Board of Directors may be changed by
         the Chairman of the Board, the Chief Executive Officer or the President
         by giving written notice thereof as provided in Section 3.7 hereof.


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3.6      Special  Meetings.  Special meetings of the Board of Directors shall be
         held, whenever called by the Chairman of the Board, the Chief Executive
         Officer,  the President or by a written  notice signed by a majority of
         the members of the Board of  Directors,  at such place or places within
         or without  the State of Delaware as may be stated in the notice of the
         meeting.

3.7      Attendance  at and Notice of Meetings.  Written  notice of the time and
         place of, and general  nature of the business to be transacted  at, all
         special  meetings of the Board of Directors,  and written notice of any
         change in the time or place of  holding  the  regular  meetings  of the
         Board of Directors, shall be given to each director and may be given by
         any of the following methods:  (a) by mail or telegram sent to the last
         known  business  address of such director at least four days before the
         meeting,  (b) by  facsimile to the  business  facsimile  number of such
         director  transmitted at least one day before the meeting or (c) orally
         at least one day before the  meeting.  For  purposes  of the  foregoing
         sentence,  notice shall be deemed given (i) by mail,  when deposited in
         the U.S. mail,  postage prepaid,  or by telegram,  when the telegram is
         delivered to the telegraph company for transmittal,  (ii) by facsimile,
         when  transmittal  is  confirmed by the sending  facsimile  machine and
         (iii)  orally,  when  communicated  in  person or by  telephone  to the
         director  or to a  person  at  the  business  telephone  number  of the
         director  who may  reasonably  be  expected  to  communicate  it to the
         director.  In  calculating  the  number of days  notice  received  by a
         director,  the date the notice is given by any of the foregoing methods
         shall be  counted,  but the date of the  meeting  to which  the  notice
         relates shall not be counted.  Notice of the time, place and purpose of
         a meeting may be waived in writing  before or after such  meeting,  and
         shall be equivalent to the giving of notice. Participation in a meeting
         of the Board of Directors shall  constitute  presence in person at such
         meeting,  except  when a person  participates  in the  meeting  for the
         express  purpose of objecting to the transaction of any business on the
         ground that the meeting is not lawfully  called or convened.  Except as
         otherwise  herein  provided,  neither the business to be transacted at,
         not the  purpose  of, any  regular  or special  meeting of the Board of
         Directors  need be  specified in the notice or waiver of notice of such
         meeting.

3.8      Quorum of and Action by  Directors.  A  majority  of the  directors  in
         office  shall  constitute  a quorum of the Board of  Directors  for the
         transaction  of business;  but a lesser  number may adjourn from day to
         day until a quorum is present.  Except as otherwise  provided by law or
         in  these  Bylaws,  all  questions  shall be  decided  by the vote of a
         majority of the directors present.

3.9      Board  and  Committee  Action  Without  a  Meeting.   Unless  otherwise
         restricted by the  Certificate of  Incorporation  or these Bylaws,  any
         action  required or  permitted to be taken at a meeting of the Board of
         Directors or any committee  thereof may be taken without a meeting if a
         consent in writing, setting forth the action so taken, is signed by all
         the members of the Board of  Directors or such  committee,  as the case
         may be, and shall be filed with the Secretary of the Corporation.

3.10     Board and  Committee  Telephone  Meetings.  Subject  to the  provisions
         required  or  permitted  by the DGCL for  notice  of  meetings,  unless
         otherwise  restricted  by the  Certificate  of  Incorporation  or these
         Bylaws, members of the Board of Directors,  or members of any committee
         designated by the Board of  Directors,  may  participate  in and hold a
         meeting of such Board of Directors 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
         participation  in  a  meeting  pursuant  to  this  Section  3.10  shall
         constitute  presence  in person at such  meeting,  except when a person
         participates in the meeting for the express purpose of objecting to the
         transaction  of any  business  on the  ground  that the  meeting is not
         lawfully called or convened.

3.11     Compensation.  Directors  shall  receive  such  compensation  for their
         services as shall be determined by the Board of Directors.

3.12     Removal. No director of the Corporation shall be removed from office as
         a director by vote or other  action of the  stockholders  or  otherwise
         except for cause,  and then only by the affirmative vote of the holders
         of at least a majority of the voting power of all outstanding shares of
         capital  stock of the  Corporation  generally  entitled  to vote in the
         election of directors,  voting  together as a single  class.  Cause for
         removal of a director shall be as provided by law or in the Certificate
         of Incorporation. Any proposal by a stockholder to remove


                                       6
<PAGE>

         a director of the Corporation, in order to be validly acted upon at any
         meeting, shall comply with paragraph (a) of Section 2.8 hereof.

                  Notwithstanding  the first  paragraph  of this  Section  3.12,
         whenever  holders  of  outstanding  shares  of one or  more  series  of
         Preferred Stock are entitled to elect members of the Board of Directors
         pursuant to the provisions  applicable in the case of arrearages in the
         payment of dividends or other  defaults  contained in the resolution or
         resolutions of the Board of Directors  providing for the  establishment
         of any such series, any such director of the Corporation so elected may
         be removed in  accordance  with the  provision  of such  resolution  or
         resolutions.

3.13     Committees of the Board of Directors.

         (a)      The  Board  of   Directors   shall   appoint  and  maintain  a
                  Compensation  Committee of the Board of  Directors,  with such
                  powers and  limitations of authority as may be determined from
                  time to time by resolution  adopted by the Board of Directors,
                  whose members shall consist only of Nonemployee Directors. The
                  Board  of  Directors  shall  appoint  and  maintain  an  Audit
                  Committee  of the Board of  Directors,  with such  powers  and
                  limitations  of  authority as may be  determined  from time to
                  time by resolution adopted by the Board of Directors, at least
                  a majority of whose  members shall be  Nonemployee  Directors.
                  The Board of Directors shall appoint and maintain a Nominating
                  Committee  of the Board of  Directors,  at least a majority of
                  whose members shall be Nonemployee  Directors.  The Nominating
                  Committee shall make nonbinding  recommendations  to the Board
                  of  Directors  concerning  the  nominees to be included in the
                  slate of  candidates  for  election to the Board of  Directors
                  with  respect  to  which  proxies  are  to be  solicited  from
                  stockholders  by and on behalf of the Board of Directors,  and
                  with such other powers and  limitations of authority as may be
                  determined  from  time to time by  resolution  adopted  by the
                  Board of Directors.

         (b)      The Board of Directors,  by resolution adopted by the Board of
                  Directors,  may  designate  from among its members one or more
                  additional committees, each of which shall be comprised of one
                  or more of its members,  and may  designate one or more of its
                  members  as  alternate  members  of any  committee,  who  may,
                  subject to any limitations by the Board of Directors,  replace
                  absent  or  disqualified   members  at  any  meeting  of  that
                  committee.

         (c)      To the extent provided in these Bylaws, by resolution  adopted
                  by  the  Board  of   Directors  or  in  the   Certificate   of
                  Incorporation, any committee designated pursuant to (a) or (b)
                  above shall have and may exercise all of the  authority of the
                  Board  of  Directors  to the  extent  permitted  by the  DGCL,
                  including,  without  limitation,  the power and  authority  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 DGCL.  Any such committee may authorize the
                  seal of the  Corporation  to be affixed to all papers that may
                  require  it. In  addition  to the  above,  such  committee  or
                  committees  shall have such other  powers and  limitations  of
                  authority as may be determined from time to time by resolution
                  adopted by the Board of Directors.

         (d)      The  Board of  Directors  shall  have the power at any time to
                  change  the  membership  of any  such  committee  and to  fill
                  vacancies  in it. A  majority  of the number of members of any
                  such committee  shall  constitute a quorum for the transaction
                  of  business   unless  a  greater  number  is  required  by  a
                  resolution  adopted by the Board of Directors.  The act of the
                  majority of the members of a committee  present at any meeting
                  at  which  a  quorum  is  present  shall  be the  act of  such
                  committee, unless the act of a greater number is required by a
                  resolution  adopted  by the  Board  of  Directors.  Each  such
                  committee may elect a chairman and appoint such  subcommittees
                  and assistants as it may deem  necessary.  Except as otherwise
                  provided by the Board of Directors,  meetings of any committee
                  shall be conducted in accordance  with Sections 3.5, 3.6, 3.7,
                  3.8,  3.9,  3.10  and  7.3  hereof.  Any  member  of any  such
                  committee  elected or appointed by the Board of Directors  may
                  be removed by the Board of Directors  whenever in its judgment
                  the best interests of the Corporation  will be served thereby,
                  but such  removal  shall be without  prejudice to the contract

                                       7
<PAGE>

                  rights,  if  any,  of  the  person  so  removed.  Election  or
                  appointment  of a member  of a  committee  shall not of itself
                  create contract rights.

         (e)      Any action  taken by any  committee  of the Board of Directors
                  shall  promptly  be recorded in the minutes and filed with the
                  Secretary of the Corporation.


                                   ARTICLE IV

                                    OFFICERS

4.1      Designation.  The  officers  of  the  Corporation  shall  consist  of a
         Chairman of the Board, Chief Executive Officer,  President,  Secretary,
         Treasurer  and  such  Executive,   Senior  or  other  Vice  Presidents,
         Assistant Secretaries and other officers as may be elected or appointed
         by the Board of  Directors.  Any number of  offices  may be held by the
         same person.

 .2       Powers and  Duties.  The  officers of the  Corporation  shall have such
         powers and duties as  generally  pertain  to their  offices,  except as
         modified  herein or by the Board of  Directors,  as well as such powers
         and  duties  as from  time to time  may be  conferred  by the  Board of
         Directors.  The  Chairman of the Board shall have such duties as may be
         assigned to him by the Board of Directors and shall preside at meetings
         of the Board of  Directors  and at  meetings of the  stockholders.  The
         Chief  Executive   Officer  of  the  Corporation   shall  have  general
         supervision over the business, affairs and property of the Corporation.
         The President  shall be the next ranking officer of the Corporation and
         shall act under the  direction of the Board of Directors  and the Chief
         Executive Officer.

4.3      Vacancies.  Whenever any vacancies  shall occur in any office by death,
         resignation,  increase in the number of offices of the Corporation,  or
         otherwise,  the same shall be filled by the Board of Directors, and the
         officer so elected shall hold office until such officer's  successor is
         elected  or  appointed  or until  his  earlier  death,  resignation  or
         removal.

4.4      Removal.  Any  officer or agent  elected or  appointed  by the Board of
         Directors  may be removed  by the Board of  Directors  whenever  in its
         judgment the best interests of the Corporation  will be served thereby,
         but such removal shall be without  prejudice to the contract rights, if
         any, of the person so removed. Election or appointment of an officer or
         agent shall not of itself create contract rights.

4.5      Action  with  Respect  to  Securities  of  Other  Corporations.  Unless
         otherwise  directed  by the Board of  Directors,  the  Chairman  of the
         Board, the Chief Executive Officer,  the President,  any Vice President
         and the Treasurer of the Corporation  shall each have power to vote and
         otherwise act on behalf of the  Corporation,  in person or by proxy, at
         any  meeting of  security  holders of or with  respect to any action of
         security holders of any other corporation in which this Corporation may
         hold securities and otherwise to exercise any and all rights and powers
         that  this  Corporation  may  possess  by reason  of its  ownership  of
         securities in such other corporation.


                                       8
<PAGE>


                                    ARTICLE V

                                  CAPITAL STOCK

5.1      Certificates  for Shares.  The  certificates  for shares of the capital
         stock of the  Corporation  shall be in such form as may be  approved by
         the Board of Directors or any duly authorized  committee thereof or may
         be  uncertificated  shares.  In the case of  certificated  shares,  the
         Corporation  shall deliver  certificates  representing  shares to which
         stockholders are entitled.  Certificates representing such certificated
         shares  shall  be  signed  by the  Chairman  of the  Board,  the  Chief
         Executive  Officer,  the  President or a Vice  President and either the
         Secretary or an Assistant  Secretary of the  Corporation,  and may bear
         the seal of the Corporation or a facsimile  thereof.  The signatures of
         such officers upon a certificate  may be  facsimiles.  The stock record
         books  and the  blank  stock  certificate  books  shall  be kept by the
         Secretary of the  Corporation,  or at the office of such transfer agent
         or transfer  agents as the Board of Directors  may from time to time by
         resolution  determine.  In case any  officer  who has  signed  or whose
         facsimile  signature has been placed upon such  certificate  shall have
         ceased to be such officer before such certificate is issued,  it may be
         issued by the  Corporation  with the same effect as if such person were
         such officer at the date of its issuance.

5.2      Transfer  of Shares.  The shares of stock of the  Corporation  shall be
         transferable  only  on the  books  of the  Corporation  by the  holders
         thereof  in  person  or by their  duly  authorized  attorneys  or legal
         representatives  upon surrender and  cancellation of certificates for a
         like number of shares.

5.3      Ownership  of Shares.  The  Corporation  shall be entitled to treat the
         holder  of  record  of any  share or  shares  of  capital  stock of the
         Corporation as the holder in fact thereof and,  accordingly,  shall not
         be bound to  recognize  any  equitable or other claim to or interest in
         such share or shares on the part of any other person, whether or not it
         shall  have  express  or other  notice  thereof,  except  as  otherwise
         provided by the laws of the State of Delaware.

5.4      Regulations Regarding  Certificates.  The Board of Directors shall have
         the power and authority to make all such rules and  regulations as they
         may deem expedient  concerning the issue,  transfer and registration or
         the  replacement  of  certificates  for shares of capital  stock of the
         Corporation.

5.5      Lost or Destroyed  Certificates.  The Board of Directors  may determine
         the conditions  upon which a new  certificate of stock may be issued in
         place of a  certificate  that is alleged  to have been lost,  stolen or
         destroyed;  and  may,  in its  discretion,  require  the  owner of such
         certificate or his legal  representative  to give bond, with sufficient
         surety,  to  indemnify  the  Corporation  and each  transfer  agent and
         registrar against any and all losses or claims that may arise by reason
         of the  issue  of a new  certificate  in the  place of the one so lost,
         stolen or destroyed.

5.6      Restrictions on Transfer of Combination Common Stock.

a)       Reference is made to (i) the  Combination  Agreement (the  "Combination
         Agreement"),  dated as of December 3, 1996,  by and among Edge Group II
         Limited  Partnership,  a  Connecticut  limited  partnership,   Gulfedge
         Limited   Partnership,   a  Texas  limited   partnership,   Edge  Group
         Partnership,   a  Connecticut  general   partnership,   Edge  Petroleum
         Corporation,   a  Texas  corporation,   Edge  Mergeco,  Inc.,  a  Texas
         corporation and the Corporation, as it may from time to time be amended
         and (ii) the Purchase and Sale Agreement  (the  "Purchase  Agreement"),
         dated as of  December  2, 1996  between  Mr.  James C.  Calaway and the
         Corporation, as it may from time to time be amended. A stockholder that
         receives shares of the Corporation's common stock pursuant to either of
         (a)  the   Combination   Agreement   and  the   Combination   Agreement
         Transactions  (as  defined  in the  Combination  Agreement)  or (b) the
         Purchase Agreement is referred to herein as a "Combination Stockholder"
         and such shares of common stock are referred to herein as  "Combination
         Common Stock."

(b)      No Combination Stockholder may offer, sell, contract to sell, grant any
         option to purchase or otherwise dispose of any Combination Common Stock
         or any securities  convertible  into or exercisable or exchangeable for
         such  Combination  Common Stock for a period of 180 days after the date
         of the final


                                       9
<PAGE>


         prospectus  for the  Corporation's  IPO (as  defined in  Section  6.16)
         without the prior written consent of the Corporation.

(c)      No Combination Stockholder may offer, sell, contract to sell, grant any
         option to purchase or otherwise dispose of any Combination Common Stock
         or any securities  convertible  into or exercisable or exchangeable for
         such  Combination  Common Stock for a period of 180 days after the date
         of the final  prospectus  for the  Corporation's  IPO without the prior
         written consent of the lead managing  underwriter for the Corporation's
         IPO.

(d)      Anything  to  the  contrary  contained  herein   notwithstanding,   the
         following  transactions  shall be exempt  from the  provisions  of this
         Section 5.6:

         (1)      A Combination  Stockholder's  transfer of any or all shares of
                  Combination Common Stock held either during such stockholder's
                  lifetime   or  on   death  by  will  or   intestacy   to  such
                  stockholder's  immediate family or to any custodian or trustee
                  for the  account  of such  stockholder  or such  stockholder's
                  immediate  family.  "Immediate  family" as used  herein  shall
                  means spouse, lineal descendant,  father,  mother,  brother or
                  sister of the stockholder making such transfer.

         (2)      A  Combination  Stockholder's  bona fide pledge or mortgage of
                  any  shares of  Combination  Common  Stock  with a  commercial
                  lending institution,  provided that any subsequent transfer of
                  said  shares by said  institution  shall be  conducted  in the
                  manner set forth in this Section 5.6.

         (3)      A transfer by a Combination Stockholder which is a corporation
                  of any or all of its shares of Combination Common Stock to any
                  or all of its stockholders.

         (4)      A transfer by a Combination  Stockholder which is a limited or
                  general partnership of any or all of its shares of Combination
                  Common Stock to any or all of its partners or former partners.

         In any such case, the  transferee,  assignee or other  recipient  shall
         receive and hold such stock  subject to the  provisions of this Section
         5.6,  and there shall be no further  transfer  of such stock  except in
         accord with this Section 5.6.

(e)      The  provisions  of this  Section 5.6 (other than 5.6(c)) may be waived
         with respect to any transfer either by the Corporation, by its Board of
         Directors  or by action of the  Chairman of the Board or the  President
         and  the  provisions  of  Section  5.6(c)  may be  waived  by any  duly
         authorized  representative  of the lead  managing  underwriter  for the
         Corporation's IPO.

(f)      Any sale or transfer,  or purported  sale or transfer,  of  Combination
         Common  Stock shall be null and void unless the terms,  conditions  and
         provisions of this Section 5.6 are strictly observed and followed.

(g)      The certificates  representing  Combination  Common Stock shall bear on
         their face the following legend so long as the restrictions on transfer
         set forth in Sections 5.6(b) and (c) remain in effect:

                  "The shares  represented by this  certificate are subject to a
                  restriction  on  transfer  by the  holder  thereof  and/or its
                  assignee(s), as provided in the bylaws of the Corporation."

(h)      If any  provision or provisions of this Section 5.6 shall be held to be
         invalid,  illegal  or  unenforceable  for any  reason  whatsoever,  the
         validity, legality and enforceability of the remaining provisions shall
         not in any way be  affected or  impaired  thereby;  and, to the fullest
         extent possible,  the provisions of this Section 5.6 shall be construed
         so as to give effect to the intent  manifested  by the  provision  held
         invalid, illegal or unenforceable.


                                       10
<PAGE>


                                   ARTICLE VI

                                 INDEMNIFICATION

6.1  General.  The  Corporation  shall,  to  the  fullest  extent  permitted  by
applicable law in effect on the date of  effectiveness  of these Bylaws,  and to
such greater extent as applicable law may thereafter permit,  indemnify and hold
Indemnitee  harmless from and against any and all losses,  liabilities,  claims,
damages and, subject to Section 6.2, Expenses (as this and all other capitalized
words used in this Article VI not previously defined in these Bylaws are defined
in Section  6.16  hereof),  whatsoever  arising  out of any event or  occurrence
related  to the fact that  Indemnitee  is or was a  director  or  officer of the
Corporation or is or was serving in another Corporate Status.

6.2      Expenses.  If Indemnitee is, by reason of his Corporate Status, a party
         to and is successful, on the merits or otherwise, in any Proceeding, he
         shall be  indemnified  against all  Expenses  actually  and  reasonably
         incurred by him or on his behalf in connection therewith. If Indemnitee
         is not wholly  successful in such Proceeding but is successful,  on the
         merits  or  otherwise,  as  to  any  Matter  in  such  Proceeding,  the
         Corporation  shall indemnify  Indemnitee  against all Expenses actually
         and  reasonably  incurred  by him or on his  behalf  relating  to  such
         Matter.  The  termination  of  any  Matter  in  such  a  Proceeding  by
         dismissal,  with  or  without  prejudice,  shall  be  deemed  to  be  a
         successful  result as to such Matter. To the extent that the Indemnitee
         is, by reason of his Corporate Status, a witness in any Proceeding,  he
         shall be  indemnified  against all  Expenses  actually  and  reasonably
         incurred by him or on his behalf in connection therewith.

6.3      Advances.  In the event of any  threatened or pending  action,  suit or
         proceeding  in which  Indemnitee is a party or is involved and that may
         give  rise  to a  right  of  indemnification  under  this  Article  VI,
         following  written  request  to  the  Corporation  by  Indemnitee,  the
         Corporation shall promptly pay to Indemnitee  amounts to cover expenses
         reasonably  incurred by Indemnitee in such proceeding in advance of its
         final  disposition upon the receipt by the Corporation of (i) a written
         undertaking  executed  by or on behalf  of  Indemnitee  providing  that
         Indemnitee will repay the advance if it shall  ultimately be determined
         that Indemnitee is not entitled to be indemnified by the Corporation as
         provided in this  Agreement  and (ii)  satisfactory  evidence as to the
         amount of such expenses.

6.4      Repayment  of  Advances  or  Other  Expenses.  Indemnitee  agrees  that
         Indemnitee shall reimburse the Corporation for all expenses paid by the
         Corporation  in  defending  any  civil,  criminal,   administrative  or
         investigative  action,  suit or  proceeding  against  Indemnitee in the
         event and only to the extent  that it shall be  determined  pursuant to
         the  provisions of this Article VI or by final  judgment or other final
         adjudication under the provisions of any applicable law that Indemnitee
         is not entitled to be indemnified by the Company for such expenses.

6.5      Request  for  Indemnification.  To obtain  indemnification,  Indemnitee
         shall submit to the  Secretary of the  Corporation  a written  claim or
         request.  Such  written  claim  or  request  shall  contain  sufficient
         information to reasonably  inform the Corporation  about the nature and
         extent of the  indemnification  or advance  sought by  Indemnitee.  The
         Secretary  of the  Corporation  shall  promptly  advise  the  Board  of
         Directors of such request.

6.6      Determination of Entitlement;  No Change of Control.  If there has been
         no Change of Control at the time the  request  for  indemnification  is
         submitted,   Indemnitee's   entitlement  to  indemnification  shall  be
         determined  in  accordance   with  Section   145(d)  of  the  DGCL.  If
         entitlement  to  indemnification  is to be  determined  by  Independent
         Counsel,  the Corporation  shall furnish notice to Indemnitee within 10
         days after receipt of the request for  indemnification,  specifying the
         identity and address of Independent Counsel. The Indemnitee may, within
         14 days after receipt of such written  notice of selection,  deliver to
         the Corporation a written  objection to such selection.  Such objection
         may be  asserted  only on the ground  that the  Independent  Counsel so
         selected does not meet the requirements of Independent  Counsel and the
         objection shall set forth with particularity the factual basis for such
         assertion.  If there is an  objection to the  selection of  Independent
         Counsel,  either the  Corporation  or Indemnitee may petition the Court
         for a  determination  that the objection is without a reasonable  basis
         and/or for the  appointment  of  Independent  Counsel  selected  by the
         Court.


                                       11
<PAGE>


6.7      Determination  of Entitlement;  Change of Control.  If there has been a
         Change  of  Control  at the time the  request  for  indemnification  is
         submitted,   Indemnitee's   entitlement  to  indemnification  shall  be
         determined  in a written  opinion by  Independent  Counsel  selected by
         Indemnitee.  Indemnitee  shall  give  the  Corporation  written  notice
         advising  of the  identity  and address of the  Independent  Counsel so
         selected.  The Corporation may, within seven days after receipt of such
         written  notice  of  selection,  deliver  to the  Indemnitee  a written
         objection to such selection. Indemnitee may, within five days after the
         receipt  of such  objection  from the  Corporation,  submit the name of
         another  Independent Counsel and the Corporation may, within seven days
         after  receipt  of such  written  notice of  selection,  deliver to the
         Indemnitee  a  written  objection  to such  selection.  Any  objections
         referred to in this Section 6.7 may be asserted only on the ground that
         the Independent  Counsel so selected does not meet the  requirements of
         Independent   Counsel   and  such   objection   shall  set  forth  with
         particularity  the factual  basis for such  assertion.  Indemnitee  may
         petition the Court for a determination that the Corporation's objection
         to the first and/or second selection of Independent  Counsel is without
         a reasonable basis and/or for the appointment as Independent Counsel of
         a person selected by the Court.

6.8      Procedures of  Independent  Counsel.  If a Change of Control shall have
         occurred before the request for  indemnification is sent by Indemnitee,
         Indemnitee shall be presumed (except as otherwise expressly provided in
         this Article VI) to be entitled to indemnification upon submission of a
         request for  indemnification in accordance with Section 6.5 hereof, and
         thereafter the  Corporation  shall have the burden of proof to overcome
         the   presumption   in  reaching  a   determination   contrary  to  the
         presumption.  The presumption shall be used by Independent Counsel as a
         basis for a determination of entitlement to indemnification  unless the
         Corporation   provides   information   sufficient   to  overcome   such
         presumption  by clear and  convincing  evidence  or the  investigation,
         review and analysis of Independent  Counsel  convinces him by clear and
         convincing evidence that the presumption should not apply.

                  Except in the event that the  determination  of entitlement to
         indemnification is to be made by Independent  Counsel, if the person or
         persons  empowered  under  Section  6.6  or  6.7  hereof  to  determine
         entitlement  to  indemnification  shall not have made and  furnished to
         Indemnitee in writing a  determination  within 60 days after receipt by
         the Corporation of the request therefor, the requisite determination of
         entitlement  to  indemnification  shall be deemed to have been made and
         Indemnitee shall be entitled to such indemnification  unless Indemnitee
         knowingly misrepresented a material fact in connection with the request
         for indemnification or such indemnification is prohibited by applicable
         law. The  termination  of any Proceeding or of any Matter  therein,  by
         judgment,  order,  settlement  or  conviction,  or  upon a plea of nolo
         contendere or its equivalent,  shall not (except as otherwise expressly
         provided in this  Article VI) of itself  adversely  affect the right of
         Indemnitee to  indemnification  or create a presumption that Indemnitee
         did not act in good faith and in a manner that he  reasonably  believed
         to be in or not opposed to the best  interests of the  Corporation,  or
         with respect to any criminal Proceeding, that Indemnitee had reasonable
         cause to believe that his conduct was  unlawful.  A person who acted in
         good faith and in a manner he reasonably believed to be in the interest
         of the  participants  and  beneficiaries of an employee benefit plan of
         the  Corporation  shall be deemed to have acted in a manner not opposed
         to the best interests of the Corporation.

                  For purposes of any determination hereunder, a person shall be
         deemed  to have  acted  in good  faith  and in a manner  he  reasonably
         believed  to be in  or  not  opposed  to  the  best  interests  of  the
         Corporation,  or, with respect to any criminal action or Proceeding, to
         have had no reasonable  cause to believe his conduct was  unlawful,  if
         his  action  is  based  on the  records  or  books  of  account  of the
         Corporation or another enterprise or on information  supplied to him by
         the officers of the Corporation or another  enterprise in the course of
         their duties or on the advice of legal counsel for the  Corporation  or
         another  enterprise or on  information or records given or reports made
         to the  Corporation or another  enterprise by an independent  certified
         public  accountant  or by an appraiser or other  expert  selected  with
         reasonable  care by the  Corporation  or another  enterprise.  The term
         "another  enterprise"  as used in this  Section  shall  mean any  other
         corporation or any partnership, limited liability company, association,
         joint  venture,  trust,  employee  benefit plan or other  enterprise of
         which such person is or was  serving at the request of the  Corporation
         as a director,  officer,  employee  or agent.  The  provisions  of this
         paragraph  shall not be deemed to be  exclusive  or to limit in any way
         the  circumstances in which an Indemnitee may be deemed to have met the
         applicable  standards of conduct for determining  entitlement to rights
         under this Article.


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<PAGE>


6.9      Independent  Counsel  Expenses.  The Corporation  shall pay any and all
         reasonable  fees and expenses of Independent  Counsel  incurred  acting
         pursuant  to this  Article  VI and in any  proceeding  to which it is a
         party or witness in respect of its investigation and written report and
         shall pay all reasonable  fees and expenses  incident to the procedures
         in which  such  Independent  Counsel  was  selected  or  appointed.  No
         Independent  Counsel may serve if a timely  objection  has been made to
         his  selection  until a court has  determined  that such  objection  is
         without a reasonable basis.

6.10     Adjudication. In the event that (i) a determination is made pursuant to
         Section  6.6  or  6.7  hereof  that   Indemnitee  is  not  entitled  to
         indemnification  under this Article VI; (ii) advancement of Expenses is
         not timely  made  pursuant to Section  6.3  hereof;  (iii)  Independent
         Counsel has not made and delivered a written  opinion  determining  the
         request for indemnification (a) within 90 days after being appointed by
         the Court,  (b) within 90 days after  objections to his selection  have
         been  overruled  by the Court or (c)  within 90 days after the time for
         the  Corporation  or  Indemnitee  to object to his  selection;  or (iv)
         payment  of  indemnification  is not  made  within  five  days  after a
         determination of entitlement to indemnification has been made or deemed
         to  have  been  made  pursuant  to  Section  6.6,  6.7 or  6.8  hereof,
         Indemnitee shall be entitled to an adjudication in an appropriate court
         of  the  State  of  Delaware,  or  in  any  other  court  of  competent
         jurisdiction, of his entitlement to such indemnification or advancement
         of  Expenses.  In the event that a  determination  shall have been made
         that  Indemnitee  is not  entitled  to  indemnification,  any  judicial
         proceeding or arbitration commenced pursuant to this Section 6.10 shall
         be  conducted  in all  respects  as a de novo  trial on the  merits and
         Indemnitee   shall  not  be   prejudiced  by  reason  of  that  adverse
         determination.  If a Change of  Control  shall  have  occurred,  in any
         judicial  proceeding  commenced  pursuant  to this  Section  6.10,  the
         Corporation  shall have the burden of proving  that  Indemnitee  is not
         entitled to indemnification or advancement of Expenses, as the case may
         be. If a determination shall have been made or deemed to have been made
         that Indemnitee is entitled to  indemnification,  the Corporation shall
         be bound by such  determination  in any judicial  proceeding  commenced
         pursuant  to  this  Section  6.10,  or  otherwise,   unless  Indemnitee
         knowingly misrepresented a material fact in connection with the request
         for indemnification, or such indemnification is prohibited by law.

                  The  Corporation  shall be  precluded  from  asserting  in any
         judicial  proceeding  commenced  pursuant to this Section 6.10 that the
         procedures and  presumptions of this Article VI are not valid,  binding
         and  enforceable  and shall  stipulate in any such  proceeding that the
         Corporation is bound by all provisions of this Article VI. In the event
         that  Indemnitee,  pursuant  to this  Section  6.10,  seeks a  judicial
         adjudication  to enforce his rights  under,  or to recover  damages for
         breach of,  this  Article VI,  Indemnitee  shall be entitled to recover
         from the  Corporation,  and  shall be  indemnified  by the  Corporation
         against,  any and all Expenses actually and reasonably  incurred by him
         in such judicial  adjudication,  but only if he prevails therein. If it
         shall be determined in such judicial  adjudication  that  Indemnitee is
         entitled  to  receive  part  but  not  all  of the  indemnification  or
         advancement of Expenses sought,  the Expenses incurred by Indemnitee in
         connection  with such judicial  adjudication  or  arbitration  shall be
         appropriately prorated.

6.11     Participation  by the  Corporation.  With  respect  to any such  claim,
         action,  suit,  proceeding  or  investigation  as to  which  Indemnitee
         notifies  the  Corporation  of  the  commencement   thereof:   (a)  the
         Corporation will be entitled to participate therein at its own expense;
         (b) except as otherwise provided below, to the extent that it may wish,
         the Corporation  (jointly with any other  indemnifying  party similarly
         notified) will be entitled to assume the defense thereof,  with counsel
         reasonably satisfactory to Indemnitee. After receipt of notice from the
         Corporation  to Indemnitee of the  Corporation's  election so to assume
         the defense  thereof,  the Corporation will not be liable to Indemnitee
         under  this  Article  VI for any legal or other  expenses  subsequently
         incurred by  Indemnitee in  connection  with the defense  thereof other
         than reasonable costs of investigation or as otherwise  provided below.
         Indemnitee  shall  have the right to  employ  his own  counsel  in such
         action, suit,  proceeding or investigation but the fees and expenses of
         such  counsel  incurred  after  notice  from  the  Corporation  of  its
         assumption of the defense thereof shall be at the expense of Indemnitee
         unless (i) the employment of counsel by Indemnitee has been  authorized
         by the  Corporation,  (ii) Indemnitee  shall have reasonably  concluded
         that  there is a conflict  of  interest  between  the  Corporation  and
         Indemnitee  in the  conduct of the  defense of such action or (iii) the
         Corporation  shall  not in fact have  employed  counsel  to assume  the
         defense of such action, in each of which cases the fees and expenses of
         counsel  employed  by  Indemnitee  shall be subject to  indemnification
         pursuant to the terms of this Article VI. The Corporation  shall not be
         entitled  to assume the  defense of any  action,  suit,  proceeding  or
         investigation brought in the


                                       13
<PAGE>


         name of or on behalf of the Corporation or as to which Indemnitee shall
         have  made  the  conclusion  provided  for in (ii)  above;  and (c) the
         Corporation  shall not be liable to  indemnify  Indemnitee  under  this
         Article VI for any amounts  paid in  settlement  of any action or claim
         effected  without  its  written  consent,  which  consent  shall not be
         unreasonably  withheld.  The Corporation shall not settle any action or
         claim in any manner that would impose any  limitation or  unindemnified
         penalty on  Indemnitee  without  Indemnitee's  written  consent,  which
         consent shall not be unreasonably withheld.

6.12     Nonexclusivity of Rights. The rights of indemnification and advancement
         of  Expenses  as  provided  by this  Article  VI  shall  not be  deemed
         exclusive  of any other rights to which  Indemnitee  may at any time be
         entitled to under applicable law, the Certificate of Incorporation, the
         Bylaws,  any  agreement,  a vote of  stockholders  or a  resolution  of
         directors,  or otherwise.  No  amendment,  alteration or repeal of this
         Article  VI or  any  provision  hereof  shall  be  effective  as to any
         Indemnitee for acts, events and circumstances  that occurred,  in whole
         or in part, before such amendment, alteration or repeal. The provisions
         of this Article VI shall continue as to an Indemnitee  whose  Corporate
         Status has ceased for any reason and shall  inure to the benefit of his
         heirs,  executors and  administrators.  Neither the  provisions of this
         Article  VI or those of any  agreement  to which the  Corporation  is a
         party shall be deemed to preclude the indemnification of any person who
         is not  specified  in this  Article  VI as having  the right to receive
         indemnification  or is not a party to any such agreement,  but whom the
         Corporation  has  the  power  or  obligation  to  indemnify  under  the
         provisions of the DGCL.

6.13     Insurance and  Subrogation.  The Corporation  shall not be liable under
         this Article VI to make any payment of amounts otherwise  indemnifiable
         hereunder  if, but only to the extent that,  Indemnitee  has  otherwise
         actually  received such payment under any insurance  policy,  contract,
         agreement or otherwise.

                  In the event of any payment  hereunder,  the Corporation shall
         be  subrogated  to the  extent  of such  payment  to all the  rights of
         recovery of Indemnitee,  who shall execute all papers required and take
         all action  reasonably  requested  by the  Corporation  to secure  such
         rights,  including  execution  of such  documents  as are  necessary to
         enable the Corporation to bring suit to enforce such rights.

6.14     Severability.  If any  provision or provisions of this Article VI shall
         be  held  to be  invalid,  illegal  or  unenforceable  for  any  reason
         whatsoever, the validity,  legality and enforceability of the remaining
         provisions shall not in any way be affected or impaired  thereby;  and,
         to the fullest extent possible, the provisions of this Article VI shall
         be  construed  so as to give  effect to the  intent  manifested  by the
         provision held invalid, illegal or unenforceable.

6.15     Certain   Actions   For   Which   Indemnification   Is  Not   Provided.
         Notwithstanding any other provision of this Article VI, no person shall
         be entitled to  indemnification  or  advancement of Expenses under this
         Article VI with  respect  to any  Proceeding,  or any  Matter  therein,
         brought or made by such person against the Corporation.

6.16     Definitions.  For purposes of this Article VI:

         "Change of Control" means a change in control of the Corporation  after
         both the date of the closing of the initial public offering (the "IPO")
         of the Corporation's  Common Stock to the public for cash that has been
         registered  on a  registration  statement  that has been filed with and
         declared effective by the Securities and Exchange  Commission and after
         the date  Indemnitee  acquired  his  Corporate  Status,  which shall be
         deemed  to  have  occurred  in any one of the  following  circumstances
         occurring  after such date:  (i) there  shall  have  occurred  an event
         required to be reported with respect to the  Corporation in response to
         Item 6(e) of  Schedule  14A of  Regulation  14A (or in  response to any
         similar  item on any similar  schedule or form)  promulgated  under the
         Exchange Act,  whether or not the  Corporation  is then subject to such
         reporting  requirement;  (ii) any  "person"  (as  such  term is used in
         Sections  13(d) and 14(d) of the  Exchange  Act) shall have  become the
         "beneficial  owner" (as defined in Rule 13d-3 under the Exchange  Act),
         directly or indirectly,  of securities of the Corporation  representing
         40% or more of the  combined  voting  power of the  Corporation's  then
         outstanding  voting  securities  without  prior  approval  of at  least
         two-thirds  of  the  members  of  the  Board  of  Directors  in  office
         immediately  prior to such person  attaining such percentage  interest;
         (iii) the  Corporation is a party to a merger,  consolidation,  sale of
         assets or other reorganization, or


                                       14
<PAGE>


         a proxy  contest,  as a  consequence  of which  members of the Board of
         Directors  in office  immediately  prior to such  transaction  or event
         constitute  less than a majority of the Board of Directors  thereafter;
         or (iv) during any period of two consecutive years,  individuals who at
         the  beginning  of such  period  constituted  the  Board  of  Directors
         (including,  for this  purpose,  any new  director  whose  election  or
         nomination for election by the Corporation's  stockholders was approved
         by a vote of at least  two-thirds of the directors then still in office
         who were  directors  at the  beginning  of such  period)  cease for any
         reason to constitute at least a majority of the Board of Directors.

         "Corporate  Status"  describes  the status of Indemnitee as a director,
         officer,  employee,  agent or  fiduciary of the  Corporation  or of any
         other corporation, partnership, limited liability company, association,
         joint venture,  trust,  employee  benefit plan or other enterprise that
         Indemnitee is or was serving at the request of the Corporation.

         "Court"  means the Court of  Chancery  of the State of  Delaware or any
         other court of competent jurisdiction.

         "Expenses"  shall include all reasonable  attorneys'  fees,  retainers,
         court costs,  transcript costs,  fees of experts,  witness fees, travel
         expenses,  duplicating  costs,  printing and binding  costs,  telephone
         charges, postage, delivery service fees, and all other disbursements or
         expenses  of  the  types   customarily   incurred  in  connection  with
         prosecuting,    defending,    preparing   to   prosecute   or   defend,
         investigating, or being or preparing to be a witness in a Proceeding.

         "Indemnitee"  includes any officer or director of the  Corporation  who
         is,  or is  threatened  to be  made,  a  witness  in or a party  to any
         Proceeding  as  described in Section 6.1 or 6.2 hereof by reason of his
         Corporate Status.

         "Independent Counsel" means a law firm, or a member of a law firm, that
         is experienced in matters of corporation law and neither  presently is,
         nor in the five years  previous to his  selection  or  appointment  has
         been,  retained to represent:  (i) the Corporation or Indemnitee in any
         matter  material  to either  such party or (ii) any other  party to the
         Proceeding giving rise to a claim for indemnification hereunder.

         "Matter"  is a claim,  a material  issue or a  substantial  request for
         relief.

         "Proceeding" includes any action, suit, arbitration,  alternate dispute
         resolution  mechanism,  investigation,  administrative  hearing  or any
         other   proceeding,   whether  civil,   criminal,   administrative   or
         investigative,  except  one  initiated  by an  Indemnitee  pursuant  to
         Section 6.10 hereof to enforce his rights under this Article VI.

6.17     Notices.  Promptly  after  receipt  by  Indemnitee  of  notice  of  the
         commencement of any action, suit or proceeding, Indemnitee shall, if he
         anticipates or  contemplates  making a claim for expenses or an advance
         pursuant to the terms of this Article VI, notify the Corporation of the
         commencement  of such action,  suit or proceeding;  provided,  however,
         that any delay in so notifying the  Corporation  shall not constitute a
         waiver  or  release  by  Indemnitee  of rights  hereunder  and that any
         omission by Indemnitee to so notify the  Corporation  shall not relieve
         the  Corporation  from any  liability  that it may  have to  Indemnitee
         otherwise  than under this  Article VI. Any  communication  required or
         permitted to the Corporation shall be addressed to the Secretary of the
         Corporation and any such communication to Indemnitee shall be addressed
         to Indemnitee's address as shown on the Corporation's records unless he
         specifies  otherwise and shall be personally  delivered or delivered by
         overnight  mail  delivery.  Any such  notice  shall be  effective  upon
         receipt.

6.18     Contractual  Rights.  The right to be indemnified or to the advancement
         or  reimbursement  of Expenses (i) is a contract  right based upon good
         and valuable consideration,  pursuant to which Indemnitee may sue as if
         these  provisions were set forth in a separate written contract between
         Indemnitee  and  the  Corporation,  (ii)  is  and  is  intended  to  be
         retroactive and shall be available as to events  occurring prior to the
         adoption  of these  provisions  and  (iii)  shall  continue  after  any
         rescission or restrictive  modification of such provisions as to events
         occurring prior thereto.


                                       15
<PAGE>


6.19     Indemnification of Employees, Agents and Fiduciaries.  The Corporation,
         by adoption of a resolution  of the Board of  Directors,  may indemnify
         and advance expenses to a person who is an employee, agent or fiduciary
         of the  Corporation  including any such person who is or was serving at
         the request of the Corporation as a director,  officer, employee, agent
         or  fiduciary of any other  corporation,  partnership,  joint  venture,
         limited  liability  company,  trust,  employee  benefit  plan or  other
         enterprise to the same extent and subject to the same conditions (or to
         such lesser  extent  and/or with such other  conditions as the Board of
         Directors  may  determine)  under  which it may  indemnify  and advance
         expenses to an Indemnitee under this Article VI.


                                   ARTICLE VII

                            MISCELLANEOUS PROVISIONS

7.1      Bylaw Amendments. The Board of Directors shall have the power to adopt,
         amend  and  repeal  from time to time the  Bylaws  of the  Corporation,
         subject  to the right of  stockholders  entitled  to vote with  respect
         thereto  to amend or repeal  such  Bylaws as  adopted or amended by the
         Board of Directors.  Bylaws of the Corporation may be adopted,  amended
         or  repealed  by the  affirmative  vote  of  the  holders  of at  least
         two-thirds of the combined  voting power of the  outstanding  shares of
         all classes of stock of the  Corporation  entitled to vote generally in
         the election of directors,  voting  together as a single class,  at any
         annual  meeting,  or at any special  meeting if notice of the  proposed
         amendment be contained in the notice of said special meeting, or by the
         Board of Directors as specified in the preceding sentence.

7.2      Books and  Records.  The  Corporation  shall keep books and  records of
         account and shall keep minutes of the proceedings of its  stockholders,
         its Board of Directors and each committee of its Board of Directors.

7.3      Waiver of Notice.  Whenever  any notice is  required to be given to any
         stockholder,  director or committee  member under the provisions of the
         DGCL or under the Certificate of  Incorporation,  as amended,  or these
         Bylaws,  said notice shall be deemed to be  sufficient  if given (i) by
         telegraphic,  facsimile,  cable  or  wireless  transmission  or (ii) by
         deposit of the same in a post  office box in a sealed  prepaid  wrapper
         addressed to the person entitled thereto at his post office address, as
         it appears on the records of the Corporation,  and such notice shall be
         deemed to have been given on the day of such  transmission  or mailing,
         as the case may be.

                           Whenever  any notice is  required  to be given to any
         stockholder,  director or committee  member under the provisions of the
         DGCL or under the Certificate of  Incorporation,  as amended,  or these
         Bylaws,  a waiver  thereof in  writing  signed by the person or persons
         entitled  to such  notice,  whether  before  or after  the time  stated
         therein,  shall be equivalent to the giving of such notice.  Attendance
         of a person at a meeting  shall  constitute  a waiver of notice of such
         meeting,  except  when the  person  attends a meeting  for the  express
         purpose  of  objecting,  at  the  beginning  of  the  meeting,  to  the
         transaction of any business  because the meeting is not lawfully called
         or convened.  Neither the business to be transacted at, nor the purpose
         of, any regular or special meeting of the stockholders,  directors,  or
         members of a committee  of  directors  need be specified in any written
         waiver of notice unless so required by the Certificate of Incorporation
         or these Bylaws.

7.4      Resignations.  Any  director  or officer  may resign at any time.  Such
         resignations shall be made in writing and shall take effect at the time
         specified  therein,  or,  if no time be  specified,  at the time of its
         receipt by the Chairman of the Board, the Chief Executive Officer,  the
         President or the  Secretary of the  Corporation.  The  acceptance  of a
         resignation  shall  not be  necessary  to  make  it  effective,  unless
         expressly so provided in the resignation.

7.5      Seal. The seal of the Corporation shall be in such form as the Board of
         Directors may adopt.

7.6      Fiscal Year. The fiscal year of the  Corporation  shall end on the 31st
         day of December of each year or as  otherwise  provided by a resolution
         adopted by the Board of Directors.


                                       16
<PAGE>

7.7      Facsimile  Signatures.  In  addition to the  provisions  for the 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.

7.8      Reliance upon Books, Reports and Records. Each director and each member
         of any  committee  designated by the Board of Directors  shall,  in the
         performance of his duties,  be fully protected in relying in good faith
         upon the books of account or reports made to the  Corporation by any of
         its officers, or by an independent  certified public accountant,  or by
         an appraiser selected with reasonable care by the Board of Directors or
         by any such  committee,  or in relying in good faith upon other records
         of the Corporation.























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