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                                                                     EXHIBIT 3.2



                               RESTATED BY-LAWS OF

                          INTELECT COMMUNICATIONS, INC.


                                    ARTICLE I

                                     OFFICES

         SECTION 1. Registered Office in Delaware. The address of the registered
office of Intelect Communications, Inc. (hereinafter called the "Corporation")
in the State of Delaware shall be Corporation Trust Center, 1209 Orange Street,
in the City of Wilmington, County of New Castle, and the registered agent in
charge thereof shall be The Corporation Trust Company.

         SECTION 2. Other Offices. The Corporation may have an office or offices
at any other place or places within or without the State of Delaware.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

         SECTION 1. Annual Meeting. The annual meeting of stockholders for the
election of directors 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, and at such date and hour, as shall be designated by the
Board of Directors of the Corporation (the "Board") and set forth in the notice
or in a duly executed waiver of notice thereof.

         SECTION 2. Special Meetings. A special meeting of the stockholders for
any purpose or purposes may be called at any time by a majority of the Board. A
special meeting of stockholders of the Corporation may not be called by any
other person or persons. Any such meeting shall be held at such place within or
without the State of Delaware, and at such date and hour, as shall be designated
in the notice or in a duly executed waiver of notice of such meeting.

         Only such business as is stated in the written notice of a special
meeting may be acted upon thereat.

         SECTION 3. Notice of Meetings. Except as otherwise provided by law,
written notice of each annual or special meeting of stockholders stating the
place, date and hour of the meeting, and, in the case of a special meeting, the
purpose or purposes for which the meeting is to be held, shall be given
personally or by first class mail to each stockholder entitled to vote at such
meeting, not less than 10 nor more than 60 calendar days before the date of the
meeting. If mailed, such notice shall be deemed to be given when deposited in
the United States mail, postage prepaid,



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directed to the stockholder at such stockholder's address as it appears on the
records of the Corporation. If, prior to the time of mailing, the Secretary
shall have received from any stockholder entitled to vote a written request
that notices intended for such stockholder are to be mailed to an address other
than the address that appears on the records of the Corporation, notices
intended for such stockholder shall be mailed to the address designated in such
request.

         Notice of a special meeting may be given by the person or persons
calling the meeting, or, upon the written request of such person or persons, by
the Secretary of the Corporation on behalf of such person or persons. If the
person or persons calling a special meeting of stockholders give notice thereof,
such person or persons shall forward a copy thereof to the Secretary. Every
request to the Secretary for the giving of notice of a special meeting of
stockholders shall state the purpose or purposes of such meeting.

         SECTION 4. Waiver of Notice. Notice of any annual or special meeting of
stockholders need not be given to any stockholder entitled to vote at such
meeting who files a written waiver of notice with the Secretary, duly executed
by the person entitled to notice, whether before or after the meeting. Neither
the business to be transacted at, nor the purpose of, any meeting of
stockholders need be specified in any written waiver of notice. Attendance of a
stockholder at a meeting, in person or by proxy, shall constitute a waiver of
notice of such meeting, except as provided by law.

         SECTION 5. Adjournments. When a meeting is adjourned to another date,
hour or place, notice need not be given of the adjourned meeting if the date,
hour and place thereof are announced at the meeting at which the adjournment is
taken. If the adjournment is for more than 30 calendar 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. At the adjourned meeting any business may be
transacted which might have been transacted at the original meeting.

         When any meeting is convened the presiding officer, if directed by the
Board, may adjourn the meeting if (a) no quorum is present for the transaction
of business, or (b) the Board determines that adjournment is necessary or
appropriate to enable the stockholders (i) to consider fully information which
the Board determines has not been made sufficiently or timely available to
stockholders or (ii) otherwise to exercise effectively their voting rights.

         SECTION 6. Quorum. Except as otherwise provided by law or the Restated
Certificate of Incorporation of the Corporation (the "Restated Certificate of
Incorporation"), whenever a class of stock of the Corporation is entitled to
vote as a separate class, or whenever classes of stock of the Corporation are
entitled to vote together as a single class, on any matter brought before any
meeting of the stockholders, whether annual or special, holders of shares
entitled to cast a majority of the votes entitled to be cast by all the holders
of the shares of stock of such class voting as a separate class, or classes
voting together as a single class, as the case may be, outstanding and entitled
to vote thereat, present in person or by proxy, shall constitute a quorum



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at any such meeting of the stockholders. If, however, such quorum shall not be
present or represented at any such meeting of the stockholders, the stockholders
entitled to vote thereat may adjourn the meeting from time to time in accordance
with Section 5 of this Article II until a quorum shall be present or
represented.

         SECTION 7. Voting. Unless otherwise provided in the Restated
Certificate of Incorporation, each stockholder represented at a meeting of
stockholders shall be entitled to cast one vote for each share of capital stock
entitled to vote thereat held by such stockholder. Except as otherwise provided
by law or the Restated Certificate of Incorporation or these Restated By-Laws,
when a quorum is present with respect to any matter brought before any meeting
of the stockholders, the vote of the holders of shares entitled to cast a
majority of the votes entitled to be cast by all the holders of the shares
constituting such quorum shall decide any such matter. Votes need not be by
written ballot, unless the Board, in its discretion, or the officer of the
Corporation presiding at a meeting of stockholders, in such officer's
discretion, requires any votes or votes cast at such meeting to be cast by
written ballot.

         SECTION 8. Proxies. Each stockholder entitled to vote at a meeting of
stockholders may authorize another person or persons to act for such stockholder
by proxy. Such proxy shall be filed with the Secretary before such meeting of
stockholders at such time as the Board may require. No proxy shall be voted or
acted upon after three years from its date, unless the proxy provides for a
longer period.

         SECTION 9. Advance Notice of Business to Be Transacted at Annual
Meetings. To be properly brought before the annual meeting of stockholders,
business must be either (a) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board (or any duly
authorized committee thereof), (b) otherwise properly brought before the meeting
by or at the direction of the Board (or any duly authorized committee thereof)
or (c) otherwise properly brought before the meeting by any stockholder of the
Corporation (i) who is a stockholder of record on the date of the giving of the
notice provided for in this Section 9 and on the record date for the
determination of stockholders entitled to vote at such meeting and (ii) who
complies with the notice procedures set forth in this Section 9. In addition to
any other applicable requirements, including but not limited to the requirements
of Rule 14a-8 promulgated by the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), for business
to be properly brought before an annual meeting by a stockholder, such
stockholder must have given timely notice thereof in proper written form to the
Secretary of the Corporation.

         To be timely, a stockholder's notice to the Secretary must be delivered
to or mailed and received at the principal executive offices of the Corporation,
not less than 60 days nor more than 90 days prior to the anniversary date of the
immediately preceding annual meeting of stockholders; provided, however, that in
the event that the annual meeting is called for a date that is not within 30
days before or after such anniversary date, notice by the stockholder in order
to be timely must be so received not later than the close of business on the
tenth day following the


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day on which such notice of the date of the annual meeting is mailed or such
public disclosure of the date of the annual meeting is made, whichever first
occurs.

         To be in proper written form, a stockholder's notice to the Secretary
must set forth as to each matter such stockholder proposes to bring before the
annual meeting (a) a brief description of the business desired to be brought
before the meeting and the reasons for conducting such business at the meeting,
(b) the name and record address of such stockholder, (c) the class or series and
number of shares of capital stock of the Corporation which are owned
beneficially or of record by such stockholder, together with evidence reasonably
satisfactory to the Secretary of such beneficial ownership, (d) a description of
all arrangements or understandings between such stockholder and any other person
or persons (including their names) in connection with the proposal of such
business by such stockholder and any material interest of such stockholder in
such business and (e) a representation that such stockholder intends to appear
in person or by proxy at the annual meeting to bring such business before the
meeting.

         Notwithstanding anything in these Restated By-Laws to the contrary, no
business shall be conducted at the annual meeting of stockholders except
business brought before such meeting in accordance with the procedures set forth
in this Section 9; provided, however, that, once business has been properly
brought before such meeting in accordance with such procedures, nothing in this
Section 9 shall be deemed to preclude discussion by any stockholder of any such
business. If the chairman of such meeting determines that business was or
properly brought before the meeting in accordance with the foregoing procedures,
the chairman shall declare to the meeting that the business was not properly
brought before the meeting and such business shall not be transacted.

                                   ARTICLE III

                               BOARD OF DIRECTORS

         SECTION 1. General Powers. The property, business and affairs of the
Corporation shall be managed by the Board, which may exercise all such powers of
the Corporation and do all such lawful acts and things as are not by law or by
the Restated Certificate of Incorporation directed or required to be exercised
or done by the stockholders.

         SECTION 2. Number and Term of Directors Holding Office. Subject to the
rights, if any, of holders of preferred stock of the Corporation, the Board
shall consist of five (5) members (including such directors as shall be elected
by any series of special voting preferred stock of the Corporation). The
directors shall be divided into three classes, with each class to be as nearly
equal in number as reasonably possible; and with the initial term of office of
the first class of directors to expire at the 1998 annual meeting of
stockholders, the initial term of office of the second class of directors to
expire at the 1999 annual meeting of stockholders and the initial term of office
of the third class of directors to expire at the 2000 annual meeting of
shareholders, in each case upon the election and qualification of their
successors. Commencing with the 1998 annual meeting stockholders, directors
elected to succeed those directors whose terms have



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thereupon expired shall be elected to a term of office to expire at the third
succeeding annual meeting of stockholders after their election, and upon the
election and qualification of their successors. If the number of directors is
changed, any increase or decrease shall be apportioned among the classes so as
to maintain or attain the number of directors in each class as nearly equal as
reasonably possible, but in no case will a decrease in the number of directors
shorten the term of any incumbent director.

         SECTION 3. Nomination of Directors and Advance Notice Thereof. Only
persons who are nominated in accordance with the following procedures shall be
eligible for election as directors of the Corporation, except as may be
otherwise provided in the Restated Certificate of Incorporation with respect to
the right of holders of preferred stock of the Corporation to nominate and elect
a specified number of directors in certain circumstances. Nominations of persons
for election to the Board may be made at any annual meeting of stockholders, or
at any special meeting of stockholders called for the purpose of electing
directors, (a) by or at the direction of the Board (or any duly authorized
committee thereof) or (b) by any stockholder of the Corporation (i) who is a
stockholder of record on the date of the giving of the notice provided for in
this Section 3 and on the record date for the determination of stockholders
entitled to vote at such meeting and (ii) who complies with the notice
procedures set forth in this Section 3. In addition to any other applicable
requirements, for a nomination to be made by a stockholder, such stockholder
must have given timely notice thereof in proper written form to the Secretary of
the Corporation.

         To be timely, a stockholder's notice to the Secretary must be delivered
to or mailed and received at the principal executive offices of the Corporation
(a) in the case of an annual meeting, not less than 60 days nor more than 90
days prior to the anniversary date of the immediately preceding annual meeting
of stockholders; provided, however, that in the event that the annual meeting is
called for a date that is not within 30 days before or after such anniversary
date, notice by the stockholder in order to be timely must be so received not
later than the close of business on the tenth day following the day on which
such notice of the date of the annual meeting is mailed or such public
disclosure of the date of the annual meeting is made, whichever first occurs, or
(b) in the case of a special meeting of stockholders called for the purpose of
electing 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 is mailed
or public disclosure of the date of the special meeting is made, whichever first
occurs.

         To be in proper written form, a stockholder's notice to the Secretary
must set forth (a) as to each person whom the stockholder proposes to nominate
for election as a director, (i) the name, age, business address and residence
address of the person, (ii) the principal occupation or employment of the
person, (iii) the class or series and number of shares of capital stock of the
Corporation which are owned beneficially or of record by the person and (iv) any
other information relating to the person that would be required to be disclosed
in a proxy statement or other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to Section 14 of the
Exchange Act and the rules and regulations promulgated


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thereunder; and (b) as to the stockholder giving the notice, (i) the name and
record address of such stockholder, (ii) the class or series and number of
shares of capital stock of the Corporation which are owned beneficially or of
record by such stockholder, together with evidence reasonably satisfactory to
the Secretary of such beneficial ownership, (iii) a description of all
arrangements or understandings between such stockholder and each proposed
nominee and any other person or persons (including their names) pursuant to
which the nomination(s) are to be made by such stockholder, (iv) a
representation that such stockholder intends to appear in person or by proxy at
the meeting to nominate the persons named in its notice and (v) any other
information relating to such stockholder that would be required to be disclosed
in a proxy statement or other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to Section 14 of
the Exchange Act and the rules and regulations promulgated thereunder. Such
notice must be accompanied by a written consent of each proposed nominee to
being named as a nominee and to serve as a director if elected.

         No person shall be eligible for election as a director of the
Corporation unless nominated in accordance with the procedures set forth in this
Section 3, except as may be otherwise provided in the Restated Certificate of
Incorporation with respect to the right of holders of preferred stock of the
Corporation to nominate and elect a specified number of directors in certain
circumstances. If the chairman of the meeting determines that a nomination was
not made in accordance with the foregoing procedures, the chairman of the
meeting shall declare to the meeting that the nomination was defective and such
defective nomination shall be disregarded.

         SECTION 4. Resignation. Any director may resign at any time by giving
written notice to the Board, the Chief Executive Officer or the Secretary of the
Corporation. Any such resignation shall take effect at the time specified
therein or, if the time when it shall become effective shall not be specified
therein, then it shall take effect when accepted by action of the Board. Except
as aforesaid, acceptance of such resignation shall not be necessary to make it
effective.

         SECTION 5. Vacancies. Any vacancies in the Board of Directors for any
reason and any newly created directorship resulting by reason of any increase in
the number of directors may be filled only by the Board of Directors, acting by
a majority of the remaining directors then in office, although less than a
quorum, or by a sole remaining director, and any directors so appointed shall
hold office until the next election of the class for which such directors have
been chosen and until their successors are elected and qualified.

         SECTION 6. Removal of Directors. Except as may be provided in a
resolution or resolutions providing for any class or series of preferred stock
with respect to any directors elected by the holders of such class or series,
any director may be removed from office at any time, but only for cause, and
only by the affirmative vote of the holders of at least 90% of the voting power
of all of the shares of capital stock of the Corporation then entitled to vote
generally in the election of directors, voting together as a single class.






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         SECTION 7. Meetings. (a) Annual Meetings. As soon as practicable after
each annual election of directors, the Board shall meet for the purpose of
organization and the transaction of other business, unless it shall have
transacted all such business by written consent pursuant to Section 7 of this
Article III.

         (b) Other Meeting. Other meetings of the Board shall be held at such
times as the Board shall from time to time determine or upon call by the
Chairman of the Board, the Chief Executive Officer of the Corporation or any
four directors.

         (c) Notice of Meetings. Regular meetings of the Board may be held
without notice. The Secretary of the Corporation shall give notice to each
director of each special meeting, including the time and place of such special
meeting. Notice of each such meeting shall be given to each director by
telephone, telegram, facsimile, telex or cable not later than four Business Days
before the day on which such meeting is to be held or on such shorter notice
(but in no event fewer than two days notice) as the Chairman of the Board may
deem necessary or appropriate in the circumstances. Notice of any meeting shall
not be required to be given to any director who shall attend such meeting. A
waiver of notice by the person entitled thereon, whether before or after the
time of any such meeting, shall be deemed equivalent to adequate notice. For
purposes of this Section 6(c), a "Business Day" means any day except a Saturday,
Sunday, or other day on which commercial banks in New York, New York are
authorized by law to close.

         (d) Place of Meetings. The Board may hold its meetings at such place or
places within or without the State of Delaware as the Board may from time to
time by resolution determine or as shall be designated in the respective notices
or waivers of notice thereof.

         (e) Quorum and Manner of Acting. Except as otherwise provided by law,
the Restated Certificate of Incorporation or these Restated By-Laws, a majority
of the total number of directors then in office shall be necessary at any
meeting of the Board in order to constitute a quorum for the transaction of
business at such meeting, and the affirmative vote of a majority of those
directors present at any such meeting at which a quorum is present shall be
necessary for the passage of any resolution or act of the Board. In the absence
of a quorum for any such meeting, a majority of the directors present thereat
may adjourn such meeting from time to time until a quorum shall be present
thereat. Notice of any adjourned meeting need not be given.

         (f) Organization and Order of Business. The Chairman of the Board shall
act as chairman of each meeting of the Board and preside thereat or, in the
absence of the Chairman of the Board at any meeting of the Board, any other
director chosen by a majority of the directors present thereat shall act as
chairman of the meeting and preside thereat. The Secretary of the Corporation
or, in the case of the Secretary's absence, any person whom the chairman of the
meeting shall appoint, shall act as secretary of such meeting and keep the
minutes thereof.

         SECTION 8. Action by Consent. Any action required or permitted to be
taken at any meeting of the Board or of any committee thereof may be taken
without a meeting if a written


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consent thereto is signed by all members of the board or such committee, as the
case may be, and such committee, as the case may be, and such written consent or
consents are filed with the minutes of the proceedings of the Board or such
committee.

         SECTION 9. Meetings by Conference Telephone. etc. At the request of any
one or more members of the Board, or of any committee thereof, any meeting of
the Board or such committee shall provide for the ability of any director to
participate in a meeting of the Board, or of such 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 by such means shall constitute presence in person at such meeting.

         SECTION 10. Compensation. Unless otherwise restricted by the Restated
Certificate of Incorporation or these By-Laws, the Board of the Compensation
Committee may determine the compensation of directors. The Corporation may
reimburse each director or member of a committee for any out-of-pocket expenses
incurred by him or her on account of his or her attendance at any meeting of the
Board or such committee. Nothing contained in this Section 9 shall be construed
to preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor.

                                   ARTICLE IV

                                   COMMITTEES

         SECTION 1. Audit Committee. The Board may designate an Audit Committee
to the composed of two or more directors, all of whom shall be independent
within the meaning of the Marketplace Rules of the NASDAQ as in existence on the
date hereof, or as amended from time to tome hereafter. A majority of the
members of the Audit Committee shall constitute a quorum. The Audit Committee
shall from time to time review and make recommendations to the Board with
respect to the selection of independent auditors, the fees paid to such
auditors, the adequacy of the audit and accounting procedures of the Corporation
and such other matters as may be specifically delegated to the Audit Committee
by the Board. In this connection the Audit Committee shall, at its request, meet
with representatives of the independent auditors and with the financial officers
of the Corporation separately or jointly.

         SECTION 2. Compensation Committee. The Board may designate a
Compensation Committee to be composed of two or more directors. A majority of
the members of the Compensation Committee shall constitute a quorum. The
Compensation Committee shall from time to time review and make recommendations
to the Board with respect to the management remuneration policies of the
Corporation, including salary rates and benefits of appointed officers, other
remuneration plans such as incentive compensation, deferred compensation and
stock option plans, directors' compensation and benefits and such other matters
as may be specifically delegated to the Compensation Committee by the Board.


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         SECTION 3. Nominating Committee. The Board may designate a Nominating
Committee to be composed of two or more directors in accordance with the
provisions of the Stockholders' Agreement. A majority of the members of the
Nominating Committee shall constitute a quorum. The Nominating Committee shall
from time to time review, report and make recommendations to the Board on the
following matters: (i) nominees for directors who may be elected from time to
time by the holders of the Common Stock of the Corporation, selection criteria
for directors, and removal of Directors if deemed appropriate; (ii) evaluation
and performance of the Board and individual Directors; and (iii) such other
matters as the Board may from time to time prescribe.

         SECTION 4. Board Designated Committees. The Board may, by resolution
passed by a majority of the whole Board, designate one or more committees
("Special Committees"), each Special Committee to consist of one or more
directors.

         SECTION 5. Committee Procedure, Seal. The Board may designate one or
more directors as alternate members of any committee, who may replace any absent
or disqualified member at any meeting of such committee; provided, however, that
alternate members of the Audit Committee must satisfy the criteria set forth in
Section 1 above and alternate members of the Compensation Committee must satisfy
the criteria set forth in Section 2 above. 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 such member or members
constitute a quorum, may unanimously appoint another director to act at the
meeting in the place of any such absent or disqualified member; provided,
however, that appointees to the Audit Committee must satisfy the criteria set
forth in Section 1 above and appointees to the Compensation Committee must
satisfy the criteria set forth in Section 2 above. Any committee of the Board,
to the extent provided in the resolution of the Board designating such
committee, shall have and may exercise all the powers and authority of the Board
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; provided, however, that no such committee shall have such power or
authority in reference to the following matters: (i) approving or adopting or
recommending to the stockholders of the Corporation, any action or matter
expressly required by the Delaware General Corporation Law (the "DGCL") to be
submitted to stockholders for approval or (ii) adopting, amending or repealing
any by-law of the Corporation.

                                    ARTICLE V

                                    OFFICERS

         SECTION 1. Executive Officers. The officers of the Corporation shall
include a Chairman of the Board, a President and Chief Executive Officer, a
Chief Financial Officer, a Treasurer and a Secretary. The officers of the
Corporation may also include a Chief Operating Officer, one or more Senior Vice
Presidents, one or more Executive Vice Presidents, one or more Vice Presidents,
one or more Assistant Treasurers and one or more Assistant Secretaries. Each



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such officer shall be elected by the Board at its annual meeting and shall hold
office for such term as may be determined by the Board. Each such officer shall
hold office until the next succeeding annual meeting of the Board and until his
or her successor is elected or until his or her earlier death or resignation or
removal in the manner hereinafter provided. Any two or more offices may be held
by the same person.

         The Board may elect, and the Chief Executive Officer may appoint, such
other officers of the Corporation as the Board or the Chief Executive Officer
deems necessary who shall have such authority and shall perform such duties as
the Board or the Chief Executive Officer may prescribe. If additional officers
are elected or appointed, each of them shall hold office until his or her
successor is elected or appointed or until his or her earlier death or
resignation or removal in the manner hereinafter provided.

         SECTION 2. Authority and Duties. All officers, as between themselves
and the Corporation, shall have such authority and perform such duties in the
management of the Corporation as may be provided in these Restated By-Laws or,
to the extent not so provided, by resolution of the Board.

         SECTION 3. Resignation and Removal. (a) Any officer may resign at any
time by giving written notice to the Board, the Chief Executive Officer or the
Secretary of the Corporation, and such resignation shall take effect at the time
specified therein or, if the time when it shall become effective shall not be
specified therein, when accepted by action of the Board. Except as aforesaid,
the acceptance of such resignation shall not be necessary to make it effective.

         (b) All officers elected, and all agents appointed, by the Board shall
be subject to removal at any time by the Board and all officers and agents
appointed by the Chief Executive Officer shall be subject to removal at any time
by the Chief Executive Officer or the Board, in each case, with or without
cause.

         SECTION 4. Vacancies. Any vacancy in any office may be filled for the
unexpired portion of the term in the same manner as provided for election and
appointment to such office.

         SECTION 5. Chairman of the Board. The initial Chief Executive Officer
shall be the Chairman of the Board of the Corporation. Thereafter the Chairman
of the Board shall be selected by the Board. The Chairman of the Board shall
preside at all meetings of the Board and at all meetings of the stockholders and
shall have and exercise such further powers and duties as may from time to time
be conferred upon or assigned to him or her by the Board.

         SECTION 6. President and Chief Executive Officer. The President and
Chief Executive Officer of the Corporation, subject to the direction of the
Board, shall have general charge of the business and affairs of the Corporation,
shall have the direction of all other officers, agents and employees of the
Corporation and may assign such duties to the other officers of the Corporation



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<PAGE>


as he or she deems appropriate. In case of the absence or inability to act of
the President and Chief Executive Officer, the Board may designate such other
person as it deems appropriate to assume the duties of the President and Chief
Executive Officer and, when so acting, but subject to the foregoing, such person
shall have all of the powers of, and be subject to all the restrictions upon,
the Chief Executive Officer.

         SECTION 7. Chief Operating Officer. The Chief Operating Officer of the
Corporation, subject to the direction of the President and Chief Executive
Officer, shall have charge of the day-to-day operations of the Corporation,
shall assist the President and Chief Executive Officer in carrying out the
orders and resolutions of the Board and shall perform such other duties as the
Chief Executive Officer or the Board of Directors shall from time to time
assign. At the request of the President and Chief Executive Officer, the Chief
Operating Officer, until otherwise determined, and subject to any limitations
imposed by the Board, shall assume the duties of the President and Chief
Executive Officer and, when so acting, but subject to the foregoing, shall have
all of the powers of, and be subject to all the restrictions upon, the Chief
Executive Officer.

         SECTION 8. Chief Financial Officer. The Chief Financial Officer,
subject to the direction of the President and Chief Executive Officer, shall
have overall charge of all of the financial affairs of the Corporation and shall
perform such other duties as the Chief Executive Officer or the Board of
Directors shall from time to time assign.

         SECTION 9. Senior Vice Presidents, Executive Vice Presidents and Vice
Presidents. Each Senior Vice President, Executive Vice President and Vice
President of the Corporation shall have such powers and perform such duties as
the President and Chief Executive Officer or the Board may from time to time
prescribe and shall perform such other duties as may be prescribed by these
Restated By-Laws.

         SECTION 10. Treasurer. The Treasurer of the Corporation shall have
charge and custody of and be responsible for all finds and securities of the
Corporation.

         SECTION 11. Assistant Treasurers. The Assistant Treasurers of the
Corporation, if any, in order of their seniority or in any other order
determined by the Board, shall generally assist the Treasurer and perform such
other duties as the Board or the Treasurer shall prescribe, and, in the absence
of disability of the Treasurer, shall perform the duties and exercise the powers
of the Treasurer.

         SECTION 12. Secretary. The Secretary of the Corporation shall keep the
records of all meetings of the stockholders and the Board. He or she shall
affix the seal of the Corporation to all deeds, contracts, bonds or other
instruments requiring the corporate seal when the same shall have been signed on
behalf of the Corporation by a duly authorized officer and shall be the
custodian of all contracts, deeds, documents and all other indications of title
to properties owned by the Corporation and of its other corporate records.






                                       11
<PAGE>

         SECTION 13. Assistant Secretary. The Assistant Secretaries, if any, in
order of their seniority or in any other order determined by the Board, shall
generally assist the Secretary and perform such other duties as the Board or the
Secretary shall prescribe, and, in the absence or disability of the Secretary,
shall perform the duties and exercise the powers of the Secretary.

                                   ARTICLE VI

                 CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

         SECTION 1. Execution of Documents. Any officer, employee or agent of
the Corporation designated by the Board (or any duly authorized committee of the
Board to the extent permitted by law) shall have power to execute and deliver
deeds, contracts, mortgages, bonds, debentures, checks, drafts and other orders
for the payment of money and other documents for and in the name of the
Corporation, and the Board (or such a committee) may authorize any such officer,
employee or agent to delegate such power (including authority to relegate) by
written instrument to other officers, employees or agents of the Corporation.

         SECTION 2. Deposits. All finds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
or otherwise as the Board or the Chief Executive Officer or any other officer of
the Corporation to whom power in that respect shall have been delegated by the
Board shall select.

         SECTION 3. Proxies in Respect of Stock or Other Securities of Other
Corporations. The Board or the Chief Executive Officer shall designate the
officers of the Corporation who shall have authority from time to time to
appoint an agent or agents of the Corporation to exercise in the name and on
behalf of the corporation the powers and rights that the Corporation may have as
the holder of stock or other securities in any other corporation, and to vote or
consent in respect of such stock or securities. Such designated officers may
instruct the person or persons so appointed as to the manner of exercising such
powers and rights, and such designated officers may execute or cause to be
executed in the name and on behalf of the Corporation and under its corporate
seal, or otherwise, such written proxies, powers of attorney or other
instruments as they may deem necessary or proper in order that the Corporation
may exercise such powers and rights.

                                   ARTICLE VII

                          SHARES AND TRANSFER OF SHARES

         SECTION 1. Certificates of Stock. Every owner of shares of stock of the
Corporation shall be entitled to have a certificate evidencing the number of
shares of stock of the Corporation owned by such owner and designating the class
of stock to which such shares belong, which shall otherwise be in such form as
the Board shall prescribe. Each such certificate shall bear the signature (or a
facsimile thereof) of the President and Chief Executive Officer, the Chief



                                       12
<PAGE>

Operating Officer or the Chief Financial Officer and the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant Secretary of the
Corporation.

         SECTION 2. Record. A record shall be kept of the name of the person,
firm or corporation owning the stock represented by each certificate evidencing
stock of the Corporation issued, the number of shares represented by each such
certificate, and the date therefor, and, in the case of cancellation, the date
of cancellation. Except as otherwise expressly required by law, the person in
whose name shares of stock stand on the books of the Corporation shall be deemed
the owner therefor for all purposes as regards the Corporation.

         SECTION 3. Transfer of Stock. (a) The transfer of shares of stock and
the certificates evidencing such shares of stock of the Corporation shall be
governed by Article 8 of Subtitle I of Title 6 of the Delaware Code (the Uniform
Commercial Code), as amended from time to time.

         (b) Registration of transfers of shares of stock of the Corporation
shall be made only on the books of the Corporation upon request of the
registered holder thereof, or of such holder's attorney thereunto authorized by
power of attorney duly executed and filed with the Secretary of the Corporation,
and upon the surrender of the certificate or certificates evidencing such shares
properly endorsed or accompanied by a stock power duly executed.

         SECTION 4. Addresses of Stockholders. Each stockholder shall designate
to the Secretary of the Corporation, an address at which notices of meetings and
all other corporate notices may be served or mailed to such stockholder, and, if
any stockholder shall fail to so designate such an address, corporate notices
may be served upon such stockholder by mail directed to such stockholder at such
stockholder's post office address, if any, as the same appears on the share
record books of the Corporation or at such stockholder's last known post office
address.

         SECTION 5. Lost. Destroyed or Mutilated Certificates. A holder of any
shares of stock of the Corporation shall promptly notify the Corporation of any
loss, destruction or mutilation of any certificate or certificates evidencing
all or any such shares of stock. The Board may, in its discretion, cause the
Corporation to issue a new certificate in place of any certificate theretofore
issued by it and alleged to have been mutilated, lost, stolen or destroyed, upon
the surrender of the mutilated certificate or, in the case of loss, theft or
destruction of the certificate, upon satisfactory proof of such loss, theft or
destruction, and the Board may, in its discretion, require the owner of the
lost, stolen or destroyed certificate or such owner's legal representative to
give the Corporation a bond sufficient to indemnify the Corporation against any
claim made against it on account of the alleged loss, theft or destruction of
any such certificate or the issuance of such new certificate.

         SECTION 6. Facsimile Signatures. Any or all of the signatures on a
certificate evidencing shares of stock of the Corporation may be facsimiles.






                                       13
<PAGE>

         SECTION 7. Regulations. The Board may make such rules and regulations
as it may deem expedient, not inconsistent with the Restated Certificate of
Incorporation or these Restated By-Laws, concerning the issue, transfer and
registration of certificates evidencing stock of the Corporation. It may
appoint, or authorize any principal officer or officers to appoint, one or more
transfer agents and one or more registrars, and may require all certificates of
stock to bear the signature or signatures (or a facsimile or facsimiles thereof)
of any of them. The Board may at any time terminate the employment of any
transfer agent or any registrar of transfers. In case any officer, transfer
agent or registrar who has signed or whose facsimile signature has been placed
upon a certificate shall cease to be such officer, transfer agent or registrar,
whether because of death, resignation, removal or otherwise, before such
certificate or certificates shall have been delivered by the Corporation, such
certificate or certificates may nevertheless be adopted by the Corporation and
be issued and delivered as though the person or persons who signed or whose
facsimile signature has been placed upon such certificate or certificates had
not ceased to be such officer, transfer agent or registrar.

         SECTION 8. 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 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 may fix, in advance, a record
date, which shall not be more than sixty nor less than ten days before the date
of such meeting, nor more than sixty days prior to any other such action. A
determination of stockholders entitled to notice of, or to vote at, any meeting
of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board may fix a new record date for the adjourned meeting.

         SECTION 9. Registered Stockholders. The Corporation shall be entitled
to recognize the exclusive right of a person registered on its records as the
owner of shares of stock to receive dividends and to vote as such owner, shall
be entitled to hold liable for calls and assessments a person registered on its
records as the owner of shares of stock, and shall not be bound to recognize any
equitable or other claim to or interest in such share or shares of stock 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.

         SECTION 10. Stockholder Agreements. Shares of stock of the Corporation
may be subject to one or more agreements abridging, limiting or restricting the
rights of any one or more stockholders to sell, assign, transfer, mortgage,
pledge or hypothecate any or all of the stock of the Corporation held by them,
or providing for preemptive rights, or may be subject to one or more agreements
providing a purchase option with respect to any shares of stock of the
Corporation. If such agreements exist, all certificates evidencing shares of
stock subject to such abridgements, limitations, restrictions or options shall
have reference thereto endorsed on such certificate and such stock shall not
thereafter be transferred on the books of the Corporation except in accordance
with the terms and conditions of such agreement of agreements. Copies of such
agreement or agreements shall be maintained at the offices of the Corporation.


                                       14

<PAGE>


                                  ARTICLE VIII

                                BOOKS AND RECORDS

         The books and records of the Corporation may be kept at such place or
places within or without the State of Delaware as the Board may from time to
time determine.

                                   ARTICLE IX

                                      SEAL

         The Board shall provide a corporate seal which shall bear the full name
of the Corporation.

                                    ARTICLE X

                                   FISCAL YEAR

         The fiscal year of the Corporation shall be fixed, and shall be subject
to change from time to time, by the Board.

                                   ARTICLE XI

                                 INDEMNIFICATION

         SECTION 1. General. The Corporation (i) shall indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the Corporation) by
reason of the fact that he or she is or was a director or an officer of the
Corporation, or is or was serving at the request of the Corporation as a
director or an officer of another corporation, partnership, joint venture, trust
or other enterprise, to the full extent authorized or permitted by law, as now
or hereafter in effect, against expenses (including attorneys' fees),judgments,
fines and amounts paid in settlement actually and reasonably incurred by him or
her in connection with such action, suit or proceeding if he or she acted in
good faith and in a manner he or she reasonably believed to be in or not opposed
to the best interests of the Corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his or her conduct was
unlawful, and (ii) may indemnify, if the Board of Directors determines such
indemnification is appropriate, any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation) by reason of the
fact that he or she is or was an employee or agent of the Corporation, or is or
was serving at the request of the Corporation as an employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, to the full
extent authorized or permitted by law, as now or hereafter in effect, against
expenses (including



                                       15
<PAGE>

attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him or her in connection with such action, suit or
proceeding if he or she acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the Corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his or her conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement or conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that
the person did not act in good faith and in a manner which he or she reasonably
believed to be in or not opposed to the best interests of the Corporation, and,
with respect to any criminal action or proceeding, had reasonable cause to
believe that his or her conduct was unlawful.

         SECTION 2. Derivative Actions. The Corporation (i) shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that he or
she is or was a director or an officer of the Corporation, or is or was serving
at the request of the Corporation as a director or an officer of another
corporation, partnership, joint venture, trust or other enterprise, to the full
extent authorized or permitted by law, a now or hereafter in effect, against
expenses (including attorneys' fees) actually and reasonably incurred by him or
her in connection with the defense or settlement of such action or suit if he or
she acted in good faith and in a manner he or she reasonably believed to be in
or not opposed to the. best interests of the Corporation, and (ii) may
indemnify, if the Board of Directors determines such indemnification is
appropriate, any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by or in the right
of the Corporation to procure a judgment in its favor by reason of the fact that
he or she is or was an employee or an agent of the Corporation, or is or was
serving at the request of the Corporation as an employee or an agent of another
corporation, partnership, joint venture, trust or other enterprise, to the full
extent authorized or permitted by law, as now or hereafter in effect, against
expenses (including attorneys' fees) actually and reasonably incurred by him or
her in connection with the defense or settlement of such action or suit if he or
she acted in good faith and in a manner he or she reasonably believed to be in
or not opposed to the best interests of the Corporation; provided, however, that
no indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Corporation
unless and only to the extent that the Court of Chancery of the State of
Delaware or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

         SECTION 3. Successful Defense. To the extent that (i) a director or an
officer of the Corporation or (ii) any other employee or agent of the
Corporation who the Board of Directors has authorized the Corporation to
indemnify, has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in sections 1 and 2 above, or in defense
of any claim, issue or matter therein, he or she shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him or
her in connection therewith.




                                       16
<PAGE>

         SECTION 4. Proceedings Initiated by any Person. Notwithstanding
anything to the contrary contained in sections 1 or 2 above, except for
proceedings to enforce rights to indemnification, the Corporation shall not be
obligated to indemnify any person in connection with a proceeding (or part
thereof) initiated by such person unless such proceeding (or part thereof) was
authorized in advance, or unanimously consented to, by the Board of Directors.

         SECTION 5. Procedure. Any indemnification under sections 1 and 2 above
(unless ordered by a court) shall be made by the Corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because such person
has met the applicable standard of conduct set forth in sections 1 and 2 above.
Such determination shall be made (i) by a majority vote of the directors who are
not parties to such action, suit or proceeding even though less than a quorum,
or (ii) if there are no such directors, or if such directors so direct, by
independent legal counsel in a written opinion, or (iii) by the stockholders.

         SECTION 6. Advancement of Expenses. Expenses (including attorneys'
fees) incurred by an officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding shall be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that such
person is not entitled to be indemnified by the Corporation pursuant to this
Article XI or as otherwise authorized by law. Such expenses (including
attorneys' fees) incurred by other employees and agents may be so paid upon such
terms and conditions, if any, as the Board of Directors deems appropriate.

         SECTION 7. Rights Not Exclusive. The indemnification and advancement of
expenses provided by, or granted pursuant to, the other subsections of this
Article XI shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled under any
by-law, agreement, vote of stockholders or disinterested directors or otherwise,
both as to action in his or her official capacity and as to action in another
capacity while holding such office.

         SECTION 8. Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against any liability asserted against
him or her and incurred by him or her in any such capacity, or arising out of
his or her status as such, whether or not the Corporation would have the power
to indemnify him or her against such liability under the provisions of the DGCL.

         SECTION 9. Definition of "Corporation". For purposes of this Article
XI, references to "the Corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger





                                       17
<PAGE>

which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, employees or agents so that any
person who is or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, shall stand in the same position under
the provisions of this Article XI with respect to the resulting or surviving
corporation as such person would have with respect to such constituent
corporation if its separate existence had continued.

         SECTION 10. Certain Other Definitions. For purposes of this Article XI,
references to "other enterprises" shall include employee benefit plans;
references to "fines" shall include any excise taxes assessed on a person with
respect to any employee benefit plan; and references to "serving at the request
of the Corporation" shall include any service as a director, officer, employee
or agent of the Corporation which imposes duties on, or involves service by,
such director, officer, employee or agent with respect to an employee benefit
plan, its participants or beneficiaries; and a person who acted in good faith
and in a manner such person reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall be deemed to
have acted in a manner "not opposed to the best interests of the Corporation",
as referred to in this Article XI.

         SECTION 11. Continuation of Rights. The indemnification and advancement
of expenses provided by, or granted pursuant to, this Article XI shall, unless
otherwise provided when authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.

         SECTION 12. Repeal or Modification. Any repeal or modification of this
Article XI by the stockholders of the Corporation shall not adversely affect any
rights to indemnification and to advancement of expenses that any person may
have at the time of such repeal or modification with respect to any acts or
omissions occurring prior to such repeal or modification.

         SECTION 13. Amendments to DGCL. If the DGCL is amended hereafter to
broaden the rights of those seeking indemnification or advancement of expenses,
then such rights shall be extended to such persons to the fullest extent
authorized by the DGCL, as so amended, without further action by either the
Board of Directors or the stockholders of the Corporation.

                                  ARTICLE XII

                                   AMENDMENTS

         These Restated By-Laws, or any of them, may be altered, amended or
repealed, or new by-laws may be made, but only to the extent any such
alteration, amendment, repeal or new bylaw is not inconsistent with any
provision of the Restated Certificate of Incorporation, by a majority of the
whole Board of Directors; provided, however, that no alteration, amendment or
repeal of Section 8 of Article III of these Restated By-Laws may be made by the
Board without the consent of all of the directors.




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