EXHIBIT 3.2


                     AMENDED AND RESTATED BY-LAWS

                                  OF

                    AMERICAN COUNTRY HOLDINGS INC.

                       (A Delaware Corporation)


                               ARTICLE I
                                OFFICES
          Section 1.     The registered office shall be in the City of
Wilmington, County of New Castle, State of Delaware.

          Section 2.     The corporation may also have offices at such
other places both within and without the State of Delaware as the
board of directors may from time to time determine or the business of
the corporation may require.

                              ARTICLE II
                       MEETINGS OF STOCKHOLDERS

          Section 1.     All meetings of the stockholders for the
election of directors shall be held at such place as may be fixed from
time to time by the board of directors either within or without the
State of Delaware as shall be designated from time to time by the
board of directors and stated in the notice of the meeting.  Meetings
of stockholders for any other purpose may be held at such time and
place, within or without the State of Delaware, as shall be stated in
the notice of the meeting or in a duly executed waiver of notice
thereof.

          Section 2.     Annual meetings of stockholders shall be held
at such date and time as shall be designated from time to time by the
board of directors and stated in the notice of the meeting, at which
they shall elect by a plurality vote directors, and transact such
other business as may properly be brought before the meeting.

          Section 3.     Written notice of the annual meeting stating
the place, date and hour of the meeting shall be given to each
stockholder entitled to vote at such meeting not less than ten (10)
nor more than sixty (60) days before the date of the meeting.

          Section 4.     The officer who has charge of the stock
ledger of the corporation shall prepare and make, at least ten (10)
days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting, arranged in alphabetical
order, and showing the address of each stockholder and the number of
shares registered in the name of each stockholder.  Such list shall be
open to the examination of any stockholder, for any purpose germane to

<PAGE>  80

the meeting, during ordinary business hours, for a period of at least
ten (10) days prior to the meeting, either at a place within the city
where the meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place where the
meeting is to be held.  The list shall also be produced and kept at
the time and place of the meeting during the whole time thereof, and
may be inspected by any stockholder who is present.

          Section 5.     Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the
certificate of incorporation, may be called by the chairman or vice-
chairman of the board of directors, or by the president, and shall be
called by the president or secretary at the request in writing of a
majority of the board of directors, or at the request in writing of
stockholders owning a majority in amount of the entire capital stock
of the corporation issued and outstanding and entitled to vote.  Such
request shall state the purpose or purposes of the proposed meeting.

          Section 6.     Written notice of a special meeting stating
the place, date and hour of the meeting and the purpose or purposes
for which the meeting is called, shall be given not less than ten (10)
nor more than sixty (60) days before the date of the meeting, to each
stockholder entitled to vote at such meeting.
          Section 7.     Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the notice.

          Section 8.     The holders of a majority of the stock issued
and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business, except as otherwise
provided by statute or by the certificate of incorporation.  If,
however, such quorum shall not be present or represented at any
meeting of the stockholders, the stockholders entitled to vote
thereat, present in person or represented by proxy, shall have power
to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or
represented.  At such adjourned meeting at which a quorum shall be
present or represented any business may be transacted which might have
been transacted at the meeting as originally notified.  If the
adjournment is for more than thirty days, or if after the adjournment
a new record date is fixed for the adjourned meeting, a notice of the
adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting.

          Section 9.     When a quorum is present at any meeting, the
vote of the holders of a majority of the stock having voting power
present in person or represented by proxy shall decide any question
brought before such meeting, unless the question is one upon which by
express provision of the statutes or of the certificate of
incorporation, a different vote is required, in which case such
express provision shall govern and control the decision of such
question.

<PAGE>  81

          Section 10.    Unless otherwise provided in the certificate
of incorporation, each stockholder shall at every meeting of the
stockholders be entitled to one (1) vote in person or by proxy for
each share of the capital stock having voting power held by such
stockholder, but no proxy shall be voted on after three (3) years from
its date, unless the proxy provides for a longer period.

          Section 11.    Unless otherwise provided in the certificate
of incorporation, any action required to be taken at any annual or
special meeting of stockholders of the corporation, or any action that
may be taken at any annual or special meeting of such stockholders,
may be taken without a meeting, without prior notice and without a
vote, if a consent in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less
than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote
thereon were present and voted.  Prompt notice of the taking of the
corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not consented in
writing.

          Section 12.    The board of directors in advance of any
stockholders' meeting may appoint one (1) or more inspectors to act at
the meeting or any adjournment thereof.  If inspectors are not so
appointed, the person presiding at a stockholders' meeting may, and on
the request of any stockholder entitled to vote thereat shall, appoint
one (1) or more inspectors.  In case any person appointed as inspector
fails to appear or act, the vacancy may be filled by appointment made
by the board of directors in advance of the meeting or at the meeting
by the person presiding thereat.  Each person appointed to serve as
inspector, in advance of his duties, shall take and sign an oath to
execute faithfully the duties of inspector at such meeting with strict
impartiality and according to the best of his ability.
                              ARTICLE III
                               DIRECTORS

          Section 1.     The number of directors shall be not less
than three (3) nor more than nine (9) as determined by the board of
directors from time to time.  Directors shall be at least eighteen
(18) years of age and need not be shareholders of the corporation.
Each director elected shall serve until his successor shall have been
elected and qualified or until his earlier death, resignation or
removal.

          Section 2.     Vacancies and newly created directorships
resulting from any increase in the authorized number of directors may
be filled by a majority of the directors then in office, though less
than a quorum, or by a sole remaining director, and the directors so
chosen shall hold office until the next annual election and until
their successors are duly elected and shall qualify, unless sooner
displaced.  If there are no directors in office, then an election of
directors may be held in the manner provided by statute.  If, at the
time of filling any vacancy or any newly created directorship, the
directors then in office shall constitute less than a majority of the

<PAGE>  82

whole board (as constituted immediately prior to any such increase),
the Court of Chancery may, upon application of any stockholder or
stockholders holding at least ten percent (10%) of the total number of
the shares at the time outstanding having the right to vote for such
directors, summarily order an election to be held to fill any such
vacancies or newly created directorships, or to replace the directors
chosen by the directors then in office.

          Section 3.     The business of the corporation shall be
managed by or under the direction of its board of directors, which may
exercise all such powers of the corporation and do all such lawful
acts and things as are not by statute or by the certificate of
incorporation or by these by-laws directed or required to be exercised
or done by the stockholders.

          Section 4.     The board of directors shall keep the books
of the corporation at such place or places as they may from time to
time determine, except as otherwise required by law.

                              ARTICLE IV
                         MEETINGS OF DIRECTORS

          Section 1.     The board of directors of the corporation may
hold meetings, both regular and special, either within or without the
State of Delaware.

          Section 2.     The first meeting of each newly elected board
of directors shall be held at such time and place as shall be fixed by
the vote of the stockholders at the annual meeting and no notice of
such meeting shall be necessary to the newly elected directors in
order legally to constitute the meeting, provided a quorum shall be
present.  In the event of the failure of the stockholders to fix the
time or place of such first meeting of the newly elected board of
directors, or in the event such meeting is not held at the time and
place so fixed by the stockholders, the meeting may be held at such
time and place as shall be specified in a notice given as hereinafter
provided for special meetings of the board of directors, or as shall
be specified in a written waiver signed by all of the directors.

          Section 3.     Regular meetings of the board of directors
may be held without notice at such time and at such place as shall
from time to time be determined by the board.
          Section 4.     Special meetings of the board may be called
by the chairman or vice-chairman of the board of directors, or by the
president, on three (3) days notice to each director, given
personally, by mail, telegram, overnight courier, electronic mail, or
facsimile.  Special meetings shall be called by the president or
secretary in like manner and on like notice on the written request of
at least three (3) directors.

          Section 5.     Notice of a meeting need not be given to any
director who submits a signed waiver of notice whether before or after
the meeting, or who attends the meeting without protesting the lack of
notice prior thereto or at its commencement.  Neither the business to

<PAGE>  83

be transacted at, nor 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.

          Section 6.     At all meetings of the board a majority of
the directors shall constitute a quorum for the transaction of
business and the act of a majority of the directors present at any
meeting at which there is a quorum shall be the act of the board of
directors, except as may be otherwise specifically provided by statute
or by the certificate of incorporation.  If a quorum shall not be
present at any meeting of the board of directors the directors present
thereat may adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be
present.

          Section 7.     Unless otherwise restricted by the
certificate of incorporation or these by-laws, any action required or
permitted to be taken at any meeting of the board of directors or of
any committee thereof may be taken without a meeting, if all members
of the board or committee, as the case may be, consent thereto in
writing, and the writing or writings are filed with the minutes of
proceedings of the board or committee.

          Section 8.     Unless otherwise restricted by the
certificate of incorporation or these by-laws, members of the board of
directors, or any committee designated by the board of directors, may
participate in a meeting of the board of directors, or any committee,
by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear
each other, and such participation in a meeting shall constitute
presence in person at the meeting.

                               ARTICLE V
                        COMMITTEES OF DIRECTORS

          Section 1.     The board of directors may, by resolution
passed by a majority of the whole board, designate one (1) or more
committees, each committee to consist of one (1) or more of the
directors of the corporation.  The board may designate one (1) or more
directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of the committee.

                    In the absence or disqualification of a member of
a committee, the member or members thereof present at any meeting and
not disqualified from voting, whether or not he or they constitute a
quorum, may unanimously appoint another member of the board of
directors to act at the meeting in the place of any such absent or
disqualified member.

                    Any such committee, to the extent provided in the
resolution of the board of directors, shall have and may exercise all
the powers and authority of the board of directors in the management
of the business and affairs of the corporation, and may authorize the
seal of the corporation to be affixed to all papers which may require
it; but no such committee shall have the power or authority in

<PAGE>  84

reference to amending the certificate of incorporation, adopting an
agreement of merger or consolidation, recommending to the stockholders
the sale, lease or exchange of all or substantially all of the
corporation's property and assets, recommending to the stockholders a
dissolution of the corporation or a revocation of a dissolution, or
adopting, amending or repealing any by-law of the corporation; and,
unless the resolution adopted by the board of directors or the
certificate of incorporation expressly so provide, no such committee
shall have the power or authority to declare a dividend or to
authorize the issuance of stock.  Such committee or committees shall
have such name or names as may be determined from time to time by
resolution adopted by the board of directors.

          Section 2.     Each committee shall keep regular minutes of
its meetings and report the same to the board of directors when
required.

                              ARTICLE VI
                       COMPENSATION OF DIRECTORS

          Unless otherwise restricted by the certificate of
incorporation or these by-laws, the board of directors shall have the
authority to fix the compensation of directors.  The directors may be
paid their expenses, if any, of attendance at each meeting of the
board of directors and may be paid a fixed sum for attendance at each
meeting of the board of directors or a stated salary as director.  No
such payment shall preclude any director from serving the corporation
in any other capacity and receiving compensation therefor.  Members of
special or standing committees may be allowed like compensation for
attending committee meetings.

                              ARTICLE VII
                         REMOVAL OF DIRECTORS

          Unless otherwise restricted by the certificate of
incorporation or by law, any director or the entire board of directors
may be removed, with or without cause, by the holders of a majority of
shares entitled to vote at an election of directors.

                             ARTICLE VIII
                                NOTICES

          Section 1.     Whenever, under the provisions of the
statutes or of the certificate of incorporation or of these by-laws,
notice is required to be given to any director or stockholder, it
shall not be construed to mean personal notice, but such notice may be
given in writing, by United States mail or overnight courier,
addressed to such director or stockholder, at his address as it
appears on the records of the corporation, with postage thereon
prepaid, and such notice shall be deemed to be given at the time when
the same shall be deposited in the United States mail or with such
courier.  Notice to directors may also be given by telegram,
electronic mail or facsimile and such notice shall be deemed given at
the time a confirmation of delivery is received therefor.

<PAGE>  85

          Section 2.     Whenever any notice is required to be given
under the provisions of the statutes or of the certificate of
incorporation or of these by-laws, a waiver thereof in writing, signed
by the person or persons entitled to said notice, whether before or
after the time stated therein, shall be deemed equivalent thereto.

                              ARTICLE IX
                               OFFICERS

          Section 1.     The officers of the corporation shall be
chosen by the board of directors and shall consist of a president, a
vice-president, a secretary and a treasurer.  The board of directors
may also choose a chairman or vice-chairman of the board of directors,
an executive vice-president, a chief operating officer, a chief
financial officer, additional vice-presidents, and one (1) or more
assistant secretaries and assistant treasurers.  Any number of offices
may be held by the same person, unless the certificate of
incorporation or these by-laws otherwise provide.

          Section 2.     The board of directors at its first meeting
after each annual meeting of stockholders shall choose a president,
one (1) or more vice-presidents, a secretary and a treasurer, and may
choose a chairman or vice-chairman of the board of directors, an
executive vice-president, a chief operating officer and a chief
financial officer.

          Section 3.     The board of directors may appoint such other
officers and agents as it shall deem necessary, who shall hold their
offices for such terms and shall exercise such powers and perform such
duties as shall be determined from time to time by the board.

          Section 4.     The compensation of all officers and other
agents of the corporation shall be fixed by the board of directors.

          Section 5.     The officers of the corporation shall hold
office until their successors are chosen and qualify.  Any officer
elected or appointed by the board of directors may be removed at any
time, with or without cause, by the affirmative vote of a majority of
the board of directors.  Any vacancy occurring in any office of the
corporation shall be filled by the board of directors.

                               ARTICLE X
                    THE CHAIRMAN AND VICE-CHAIRMAN

          The chairman of the board of directors, if there is one,
shall be a member of the board and shall preside at all meetings of
the board of directors and of the stockholders.  He shall have and
perform such other powers and duties as the board of directors may
from time to time prescribe.  The vice-chairman of the board of
directors, if there is one, shall, in the absence of the chairman or
in the event of his inability or refusal to act, perform the duties
and exercise the powers of the chairman and shall perform such other
duties and have such other powers as the board of directors may from
time to time prescribe.

<PAGE>  86

                              ARTICLE XI
                             THE PRESIDENT

          Section 1.     The president shall be the chief executive
officer of the corporation, shall preside at all meetings of the
stockholders and the board of directors, shall have general and active
management of the business of the corporation and shall see that all
orders and resolutions of the board of directors are carried into
effect.

          Section 2.     He shall execute bonds, mortgages and other
contracts requiring a seal, under the seal of the corporation, except
where required or permitted by law to be otherwise signed and executed
and except where the signing and execution thereof shall be expressly
delegated by the board of directors to some other officer or agent of
the corporation.

                              ARTICLE XII
                          THE VICE-PRESIDENT

          In the absence of the president or in the event of his
inability or refusal to act, the vice-president (or in the event there
be an executive vice-president, the executive vice-president, and in
the event there not be an executive vice-president but more than one
(1) vice-president, the vice-presidents in the order designated by the
directors, or in the absence of any designation, then in the order of
their election) shall perform the duties of the president, and when so
acting, shall have all the powers of and be subject to all the
restrictions upon the president.  The vice-presidents shall perform
such other duties and have such other powers as the board of directors
may from time to time prescribe.

                             ARTICLE XIII
                 THE SECRETARY AND ASSISTANT SECRETARY

          Section 1.     The secretary shall attend all meetings of
the board of directors and all meetings of the stockholders and record
all the proceedings of the meetings of the corporation and of the
board of directors in a book to be kept for that purpose and shall
perform like duties for the standing committees when required.  He
shall give, or cause to be given, notice of all meetings of the
stockholders and special meetings of the board of directors, and shall
perform such other duties as may be prescribed by the board of
directors or president, under whose supervision he shall be.  He shall
have custody of the corporate seal of the corporation and he, or an
assistant secretary, shall have authority to affix the same to any
instrument requiring it and when so affixed, it may be attested by his
signature or by the signature of such assistant secretary.  The board
of directors may give general authority to any other officer to affix
the seal of the corporation and to attest the affixing by his
signature.

          Section 2.     The assistant secretary, or if there be more
than one (1), the assistant secretaries in the order determined by the
board of directors (or if there be no such determination, then in the

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order of their election) shall, in the absence of the secretary or in
the event of his inability or refusal to act, perform the duties and
exercise the powers of the secretary and shall perform such other
duties and have such other powers as the board of directors may from
time to time prescribe.

                              ARTICLE XIV
                 THE TREASURER AND ASSISTANT TREASURER

          Section 1.     The treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the
corporation and shall deposit all moneys and other valuable effects in
the name and to the credit of the corporation in such depositories as
may be designated by the board of directors.

          Section 2.     He shall disburse the funds of the
corporation as may be ordered by the board of directors, taking proper
vouchers for such disbursements, and shall render to the president and
the board of directors, at its regular meetings, or when the board of
directors so requires, an account of all his transactions as treasurer
and of the financial condition of the corporation.

          Section 3.     If required by the board of directors, he
shall give the corporation a bond (which shall be renewed every six
(6) years) in such sum and with such surety or sureties as shall be
satisfactory to the board of directors for the faithful performance of
the duties of his office and for the restoration to the corporation,
in case of his death, resignation, retirement or removal from office,
of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the
corporation.

          Section 4.     The assistant treasurer, or if there shall be
more than one (1), the assistant treasurers in the order determined by
the board of directors (or if there be no such determination, then in
the order of their election), shall, in the absence of the treasurer
or in the event of his inability or refusal to act, perform the duties
and exercise the powers of the treasurer and shall perform such other
duties and have such other powers as the board of directors may from
time to time prescribe.

                              ARTICLE XV
                         CERTIFICATES OF STOCK

          Section 1.     Every holder of stock in the corporation
shall be entitled to have a certificate, signed by, or in the name of
the corporation by, the chairman or vice-chairman of the board of
directors, or the president or a vice-president, and the treasurer or
an assistant treasurer, or the secretary or an assistant secretary of
the corporation, certifying the number of shares owned by him in the
corporation.

                    Certificates may be issued for partly paid shares
and in such case upon the face or back of the certificates issued to

<PAGE>  88

represent any such partly paid shares, the total amount of the
consideration to be paid therefor, and the amount paid thereon shall
be specified.

                    If the corporation shall be authorized to issue
more than one (1) class of stock or more than one (1) series of any
class, the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock
or series thereof and the qualification, limitations or restrictions
of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate which the
corporation shall issue to represent such class or series of stock,
provided that, except as otherwise provided in section 202 of the
General Corporation Law of Delaware, in lieu of the foregoing
requirements, there may be set forth on the face or back of the
certificate which the corporation shall issue to represent such class
or series of stock, a statement that the corporation will furnish
without charge to each stockholder who so requests the powers,
designations, preferences and relative, participating, optional or
other special rights of each class of stock or series thereof and the
qualifications, limitations or restrictions of such preferences and/or
rights.

          Section 2.     Any of or all the signatures on the
certificate may be facsimile.  In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed
upon a certificate shall have ceased to be such officer, transfer
agent or registrar before such certificate is issued, it may be issued
by the corporation with the same effect as if he were such officer,
transfer agent or registrar at the date of issue.

                              ARTICLE XVI
                           LOST CERTIFICATES

          The board of directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by
the person claiming the certificate of stock to be lost, stolen or
destroyed.  When authorizing such issue of a new certificate or
certificates, the board of directors may, in its discretion and as a
condition precedent to the issuance thereof, require the owner of such
lost, stolen or destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as it shall
require and/or to give the corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the
corporation with respect to the certificate alleged to have been lost,
stolen or destroyed.

                             ARTICLE XVII
                           TRANSFER OF STOCK

          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, assignation or authority

<PAGE>  89

to transfer, it shall be the duty of the corporation to issue a new
certificate to the person entitled thereto, cancel the old certificate
and record the transaction upon its books.

                             ARTICLE XVIII
                          FIXING RECORD DATE

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

                              ARTICLE XIX
                        REGISTERED STOCKHOLDERS

          The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and to hold liable for
calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other
claim to or interest in such share or shares on the part of any other
person, whether or not it shall have express or other notice thereof,
except as otherwise provided by the laws of the State of Delaware.

                              ARTICLE XX
                          GENERAL PROVISIONS

          Section 1.     DIVIDENDS.  Dividends upon the capital stock
of the corporation, subject to the provisions of the certificate of
incorporation, if any, may be declared by the board of directors at
any regular or special meeting, pursuant to law.  Dividends may be
paid in cash, in property, or in shares of the capital stock, subject
to the provisions of the certificate of incorporation.

                    Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends such
sum or sums as the directors from time to time, in their absolute
discretion, think proper as a reserve or reserves to meet
contingencies, or for equalizing dividends, or for repairing or
maintaining any property of the corporation, or for such other purpose
as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve
in the manner in which it was created.

<PAGE>  90

          Section 2.     CHECKS.  All checks or demands for money and
notes of the corporation shall be signed by such officer or officers
or such other person or persons as the board of directors may from
time to time designate.

          Section 3.     FISCAL YEAR.  The fiscal year of the
corporation shall be fixed by resolution of the board of directors.

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

          Section 5.     INDEMNIFICATION.  The corporation shall
indemnify its officers and directors and may indemnify its other
employees and agents to an extent to be determined by the board of
directors and to the extent permitted by the General Corporation Law
of Delaware.

          Section 6.     PRONOUNS.  Any masculine personal pronoun
shall be considered to mean the corresponding feminine or neuter
personal pronoun, as the context requires.

                              ARTICLE XXI
                              AMENDMENTS

          These by-laws may be altered, amended or repealed or new by-
laws may be adopted by the stockholders or by the board of directors,
when such power is conferred upon the board of directors by the
certificate of incorporation, at any regular meeting of the
stockholders or of the board of directors or at any special meeting of
the stockholders or of the board of directors if notice of such
alteration, amendment, repeal or adoption of new by-laws be contained
in the notice of such special meeting.  If the power to adopt, amend
or repeal by-laws is conferred upon the board of directors by the
certificate of incorporation it shall not divest or limit the power of
the stockholders to adopt, amend or repeal by-laws.