Exhibit 3.2

                           BYLAWS

                             OF

            FOUNTAIN POWERBOAT INDUSTRIES, INC.
             (As Amended through July 14, 1989)

                    ARTICLE I - OFFICES

The office of the corporation shall be located in any city
and state designated by the board of directors.  The
corporation may also maintain other offices at such other
places within or without the United States as the board of
directors may, from time to time, determine.

                 ARTICLE II - STOCKHOLDERS

1.   ANNUAL MEETING

     The annual meeting of the stockholders shall be held if
called by the board of directors within five months after
the close of the fiscal year of the corporation, for the
purpose of electing directors and transacting such other
business as may properly come before the meeting.

2.   SPECIAL MEETINGS

     Special meetings of the stockholders, for any purpose
or purposes, unless otherwise prescribed by statute, may be
called by the president or by the directors, and shall be
called by the president at the request of the holders of not
less than 10 percent of all the outstanding shares of the
corporation entitled to vote at the meeting.

3.   PLACE OF MEETING

     The directors may designate any place, either within or
without the State unless otherwise prescribed by statute, as
the place of meeting for any annual meeting or for any
special meeting called by the directors.  A waiver of notice
signed by all stockholders entitled to vote at a meeting may
designate any place, either within or without the state
unless otherwise prescribed by statute, as the place for
holding such meeting.  If no designation is made, or if a
special meeting be otherwise called, the place of meeting
shall be the principal office of the corporation.

4.   NOTICE OF MEETING

     Written or printed notice stating the place, day and
hour of the meeting and, in case of a special meeting, the
purpose or purposes for which the meeting is called, shall
be delivered not less than 10 nor more than 50 days before
the date of the meeting, either personally or by mail, by or
at the direction of the president, or the secretary, or the
officer or persons calling the meeting, to each stockholder
of record entitled to vote at such meeting.  If mailed, such
notice shall be deemed to be delivered when deposited in the
United States mail, addressed to the stockholder at his
address as it appears on the stock transfer books of the
corporation, with postage thereon prepaid.


<PAGE>


5.   CLOSING OF TRANSFER BOOKS OR FIXING OF 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 stockholders entitled to receive
payment of any dividend, or in order to make a determination
of stockholders for
any other proper purpose, the directors of the corporation
may provide that the stock transfer books shall be closed
for a stated period but not to exceed, in any case, 30 days.
If the stock transfer books shall be closed for the purpose
of determining stockholders entitled to notice of or to vote
at a meeting of stockholders, such books shall be closed for
at least 15 days immediately preceding such meeting. In lieu
of closing the stock
transfer books, the 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
case of a meeting of stockholders, not less than 15  days
prior to the date on which the particular action requiring
such determination of stockholders is to be taken.  If the
stock transfer books are not closed and no record date is
fixed for the determination of stockholders entitled to
notice of or to vote at a meeting of stockholders, or
stockholders entitled to receive payment of a dividend, the
date on which notice of the meeting is mailed or the date an
which the resolution of the directors declaring such
dividend is adopted, as the case may be, shall be the record
date for such determination of stockholders.  When a
determination of stockholders entitled to vote at any
meeting of stockholders has been made as provided in this
section, such determination shall apply to any adjournment
thereof.

6.   QUORUM
     At any meeting of stockholders 50% of the outstanding
shares of the corporation entitled to vote, represented in
person or by proxy, shall constitute a quorum at a meeting
of stockholders.  If less than said number of the
outstanding shares are represented at a meeting, a majority
of the shares so represented may adjourn the meeting from
time to time without further notice.  At such adjourned
meeting at which a quorum shall be present or represented,
any business may be transacted which might have been
transacted at the meeting as originally notified.  The
stockholders present at a duly organized meeting may
continue to transact business until adjournment,
notwithstanding the withdrawal of enough stockholders to
leave less than a quorum.

7.   PROXIES

     At all meetings of stockholders, a stockholder may vote
by proxy executed in writing by the stockholder or by his
duly authorized attorney in fact.  Such proxy shall be filed
with the secretary of the corporation before or at the time
of the meeting.

8.   VOTING

     Each stockholder entitled to vote in accordance with
the terms and provisions of the certificate of incorporation
and these bylaws shall be entitled to one vote, in person or
by proxy, for each share of stock entitled to vote held by
such stockholder.  Upon the demand of any stockholder, the
vote for directors and upon any question before the meeting
shall be by ballot.  All elections for directors shall be
decided by majority vote; all other questions shall be
decided by majority vote except as otherwise provided by the
Articles of Incorporation or the laws of this State.

<PAGE>


              ARTICLE III - BOARD OF DIRECTORS

1.   GENERAL POWERS

     The business and affairs of the corporation shall be
managed by its board of directors.  The directors shall in
all cases act as a board, and they may adopt such rules and
regulations for the conduct of their meetings and the
management of the corporation, as they may deem proper, not
inconsistent with these bylaws and the laws of this State.

2.   NUMBER, TENURE AND QUALIFICATIONS

     The number of directors of the corporation shall be a
minimum of three and a maximum of twenty-five, as set and
increased or decreased from time to time by the board of
directors.  The number shall not be set for the purpose of
removing a director from office.  Any vacancies created by
an increase in the number of directors may be filled by vote
of a majority of the directors. Each director shall hold
office until the next annual meeting of stockholders and
until his successor shall have been elected and qualified.

3.   REGULAR MEETINGS

     A regular meeting of the directors, shall be held
without other notice than this bylaw immediately after, and
at the same place as, the annual meeting of stockholders.
The directors may provide, by resolution, the time and place
for the holding of additional regular meetings without other
notice than such resolution.

4.   SPECIAL MEETINGS

     Special meetings of the directors may be called by or
at the request of the president or any two directors.  The
person or persons authorized to call special meetings of the
directors may fix the place for holding any special meeting
of the directors called by them.

5.   NOTICE

      Notice of any special meeting shall be given at least
5 days previously thereto by written notice delivered
personally, or by telegram or mailed to each director at his
business address.  If mailed, such notice shall be deemed to
be delivered when deposited in the United States mail so
addressed, with postage thereon prepaid.  If notice be given
by telegram, such notice shall be deemed to be delivered
when the telegram is delivered to the telegraph company.
The attendance of a director at a meeting shall constitute a
waiver of notice of such meeting, except where a director
attends a meeting for the express purpose of objecting to
the transaction of any business because the meeting is not
lawfully called or convened.

6.   QUORUM

     At any meeting of the directors a majority of the
directors shall constitute a quorum for the transaction of
business, but if less than said number is present at a
meeting, a majority of the directors present may adjourn the
meeting from time to time without further notice.


<PAGE>



7.   MANNER OF ACTING

     The act of the majority of the directors present at a
meeting at which a quorum is present shall be the act of the
directors.

8.   NEWLY CREATED DIRECTORSHIPS AND VACANCIES

     Newly created directorships resulting from an increase
in the number of directors and vacancies occurring in the
board for any reason except the removal of directors without
cause may be filled by a vote of a majority of the directors
then in office, although less than a quorum exists.
Vacancies occurring by reason of the removal of directors
without cause shall be filled by vote of the stockholders.
A director elected to fill a vacancy caused by resignation,
death or removal shall be elected to hold office for the
unexpired term of his predecessor.

9.   REMOVAL OF DIRECTORS

     Any or all of the directors may be removed for cause by
vote of the stockholders or by action of the board.
Directors may be removed without cause only by vote of the
stockholders.

10.  RESIGNATION

     A director may resign at any time by giving written
notice to the board, the president or the secretary of the
corporation.  Unless otherwise specified in the notice, the
resignation shall take effect upon receipt thereof by the
board or such officer, and the acceptance of the resignation
shall not be necessary to make it effective.

11.  COMPENSATION

     No compensation shall be paid to directors, as such,
for their services, but by resolution of the board a fixed
sum and expenses for actual attendance at each regular or
special meeting of the board may be authorized.  Nothing
herein contained shall be construed to preclude any director
from serving the corporation in any other capacity and
receiving compensation therefor.

12.  PRESUMPTION OF ASSENT

     A director of the corporation who is present at a
meeting of the directors at which action on any corporate
matter is taken shall be presumed to have assented to the
action taken unless his dissent shall be entered in the
minutes of the meeting or unless he shall file his written
dissent to such action with the person acting as the
secretary of the meeting before the adjournment thereof or
shall forward such dissent by registered mail to the
secretary of the corporation immediately after the
adjournment of the meeting. Such right to dissent shall not
apply to a director who voted in favor of such action.


<PAGE>


13.  EXECUTIVE AND OTHER COMMITTEES

     The board, by resolution, may designate from among its
members an executive committee and other committees, each
consisting of three or more directors.  Each such committee
shall serve at the pleasure of the board.

                   ARTICLE IV - OFFICERS

1.   NUMBER

     The officers of the corporation shall be a president, a
vice president, a secretary and a treasurer, each of whom
shall be elected by the directors.  Such other officers and
assistant officers as may be deemed necessary may be elected
or appointed by the directors.  Any two or more offices may
be held by the same person.

2.   ELECTION AND TERM OF OFFICE

     The officers of the corporation to be elected by the
directors shall be elected at a meeting of the directors
held when determined by the directors.  Each officer shall
hold office until his successor shall have been duly elected
and shall have qualified or until his death or until he
shall resign or shall have been removed in the manner
hereinafter provided.

3.   REMOVAL

     Any officer or agent elected or appointed by the
directors may be removed by the directors whenever in their
judgment the best interests of the corporation would be
served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed.

4.   VACANCIES

     A vacancy in any office because of death, resignation,
removal, disqualification or otherwise, may be filled by the
directors for the unexpired portion of the term.

5.   SALARIES

     The salaries of the officers shall be fixed from time
to time by the directors and no officer shall be prevented
from receiving such salary by reason of the fact that he is
also a director of the corporation.

     ARTICLE V - CONTRACTS, LOANS, CHECKS AND DEPOSITS

1.   CONTRACTS

     The directors may authorize any officer or officers,
agent or agents, to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the
corporation, and such authority may be general or confined
to specific instances.


<PAGE>


2.   LOANS

     No loans shall be contracted on behalf of the
corporation and no evidences of indebtedness shall be issued
in its name unless authorized by a resolution of the
directors. Such authority may be general or confined to
specific instances.

3.   CHECKS, DRAFTS, ETC.

     All checks, drafts or other orders for the payment of
money, notes or other evidences of indebtedness issued in
the name of the corporation, shall be signed by such officer
or officers, agent or agents of the corporation and in such
manner as shall from time to time be determined by
resolution of the directors.

4.   DEPOSITS

     All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of the
corporation in such banks, trust companies or other
depositories as the directors may elect.

  ARTICLE VI - CERTIFICATES FOR SHARES AND THEIR TRANSFER

1.   CERTIFICATES FOR SHARES

     Certificates representing shares of the corporation
shall be in such form as shall be determined by the
directors.  Such certificates shall be signed by the
president and by the secretary or by such other officers
authorized by law and by the directors.  All certificates
for shares shall be consecutively numbered or otherwise
identified.  The name and address of the stockholders, the
number of shares and date of issue, shall be entered on the
stock transfer books of the corporation.  All certificates
surrendered to the corporation for transfer shall be
canceled and no new certificate shall be issued until the
former certificate for a like number of shares shall have
been surrendered and canceled, except that in case of a
lost, destroyed or mutilated certificate a new one may be
issued therefor upon such terms and indemnity to the
corporation as the directors may prescribe.

2.   TRANSFERS OF SHARES

     (a)  Upon surrender to the corporation or the transfer
agent of the corporation of a certificate for shares duly
endorsed or accompanied by proper evidence of succession,
assignment or authority to transfer, it shall be the duty of
the corporation to issue a new certificate to the person
entitled thereto, and cancel the old certificate; every such
transfer shall be entered on the transfer book of the
corporation which shall be kept at its principal office.

     (b)  The corporation shall be entitled to treat the
holder of record of any share 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 on the
part of any other person whether or not it shall have
express or other notice thereof, except as expressly
provided by the laws of this State.

<PAGE>



                 ARTICLE VII - FISCAL YEAR

The fiscal year of the corporation shall end on the 30th day
of  June in each year.

                  ARTICLE VIII - DIVIDENDS

     The directors may from time to time declare, and the
corporation may pay, dividends on its outstanding shares in
the manner and upon the terms and conditions provided by
law.

                     ARTICLE IX - SEAL

     The directors shall provide a corporate seal which
shall be circular in form and shall have inscribed thereon
the name of the corporation and the words, "Corporate Seal".

                ARTICLE X - WAIVER OF NOTICE

     Unless otherwise provided by law, whenever any notice
is required to be given to any stockholder or director of
the corporation under the provisions of these bylaws or
under the provisions of the Articles of Incorporation, 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 deemed equivalent to the giving of
such notice.

                  ARTICLE XI - AMENDMENTS

     These bylaws may be altered, amended or repealed and
new bylaws may be adopted by a vote of the stockholders
representing a majority of all the shares issued and
outstanding, at any annual stockholders' meeting or at any
special stockholders' meeting when the proposed amendment
has been set out in the notice of such meeting.











880286-0021-001
NBMAIN\417073.1


<PAGE>