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                                  EXHIBIT 3.2.

                    AMENDED AND RESTATED CODE OF REGULATIONS

                                       OF

                                  PH GROUP INC.

                       ARTICLE I MEETINGS OF SHAREHOLDERS
         Section 1. Annual Meetings. The annual meeting of the shareholders for
the election of directors, for the consideration of the reports to be laid
before such meeting, and for the transaction of such other business as may
properly come before such meeting, shall be held on the first Thursday in May or
on such other date as may be fixed by the Board of Directors.

         Section 2. Special Meetings. Special meetings of the shareholders shall
be held whenever called by any of the following: President, Chairman of the
Board, a majority of the directors, and persons who hold at least one-quarter of
the outstanding common shares of the Company.

         Section 3. Place of Meetings. All meetings of shareholders shall be
held at the principal office of the Company in Ohio, unless otherwise provided
by a majority of the directors. Meetings of the shareholders may be held outside
of the State of Ohio.

         Section 4. Notice of Meetings.

         (A) A written notice stating the time, place and purpose of every
meeting of the shareholders shall be given either by personal delivery or by
mail, not less than seven nor more than sixty days before the date of the
meeting to each shareholder of record entitled to notice of the meeting by, or
at the direction of the President or the Secretary of the Company. If mailed,
such notice shall be addressed to the shareholder at his address as it appears
on the records of the Company. If any meeting is adjourned to another time or
place, no further notice as to such adjourned meeting need be given other than
by announcement at the meeting at which such adjournment is taken.

         (B) Upon request in writing delivered either in person or by registered
mail to the President or the Secretary by any persons entitled to call a meeting
of shareholders, such officer shall forthwith cause to be given to the
shareholders entitled thereto notice of a meeting to be held on a date not less
than seven nor more than sixty days after the receipt of such request, as such
officer may fix. If such notice is not given within fifteen days after the
delivery or mailing of such request, the persons calling the meeting may fix the
time of meeting and give notice thereof as provided in Division (A) of this
section. or cause such notice by any designated representative.

         (C) Any shareholder, either before or after any meeting, may waive any
notice required to be given by law or under these regulations; and whenever all
of the shareholders entitled to vote shall meet in person or by proxy and
consent to holding a meeting, it shall be valid for all purposes without call or
notice, and at such meeting any action may be taken.

         Section 5. Quorum. At any meeting of shareholders the holders of a
majority of the common shares of the Company then outstanding and entitled to
vote who are present in person or represented by proxy, shall constitute a
quorum for all purposes, but no action required by law or by the Articles of
Incorporation to be authorized or taken by the holders of a designated
proportion of the shares of any particular class or of each class may be
authorized or taken by a 


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lesser proportion. The holders of a majority of the voting shares represented at
a meeting, whether or not a quorum is present, may adjourn such meeting from
time to time.

         Section 6. Shareholders Entitled to Vote. At each meeting of
shareholders, every shareholder of record of shares entitled to vote shall be
entitled to such number of votes with respect to each share standing in his name
on the books of the Company on each matter properly submitted to the
shareholders for their vote as the Articles of Incorporation provide.

         Section 7. Votes Necessary. At all elections of directors, the
candidates receiving the greatest number of votes shall be elected. All other
questions shall be determined by a majority vote of the shares entitled to vote
except where a greater number or proportion is required by the Ohio Revised
Code.

         Section 8. Proxies. At meetings of the shareholders, any record holder
of shares as to which he is entitled to vote may be represented and may vote by
a proxy or proxies appointed by an instrument in writing if such instrument is
filed with the Secretary before the person holding such proxy votes thereunder.
No proxy shall be valid after the expiration of eleven months after the date of
its execution, unless the shareholder executing it shall have specified thereon
the length of time it is to continue in force.

         Section 9. Order of Business. The order of business at all meetings of
shareholders shall be determined by the presiding officer unless otherwise
determined by a vote of a majority in interest of shareholders entitled to vote
who are present in person or represented by proxy at such meeting.

         Section 10. Action Without Meeting. Any action which may be taken at
any meeting of shareholders may be taken without a meeting if authorized by a
writing signed by all of the holders of shares who would be entitled to notice
of a meeting for such purpose and who would be entitled to vote thereat.


                              ARTICLE II DIRECTORS

         Section 1. Powers. Except where the law, the Articles, or these
Regulations require action to be authorized or taken by shareholders, all of the
authority of the Company shall be exercised by, or as directed by the Board of
Directors. Without prejudice to the general powers conferred by or implied in
the preceding section, the Directors, acting as a Board, shall have power.

         (A) To fix, define and limit the powers and duties of all officers and
to fix the salaries of all officers;

         (B) To appoint, and at their discretion, with or without cause, to
remove, or suspend, such subordinate officers, assistants, managers, agents and
employees as the Directors may from time to time deem advisable, and to
determine their duties and fix their compensation;

         (C) To require any officer, agent or employee of the Company to furnish
a bond for faithful performance in such amount and with such sureties as the
Board may approve;

         (D) To designate a depository or depositories of the funds of the
Company and the officer or officers or other persons who shall be authorized to
sign notes, checks, drafts, contracts, deeds, mortgages, and other instruments
on behalf of the Company;

         (E) To appoint and remove transfer agents and/or registrars for the
Company's shares;


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         (F) To establish such rules and regulations respecting the issuance and
transfer of shares and certificates for shares as the Board of Directors may
consider reasonable.

         Section 2. Number of Directors. The Board of Directors shall be divided
into two classes; the initial term of office of those of the first class to
expire at the annual meeting next ensuring; of the second class one year
thereafter; and at each annual election held after the initial adoption of this
regulation by the shareholders and the election of Directors held at the meeting
at which this regulation is adopted, directors shall be chosen for a full term
of two years to succeed those whose terms expire. When this regulation is
initially adopted, the Board of Directors shall consist of seven members and the
first class shall consist of three members and the second class shall consist of
four members. Thereafter, the Board of Directors may fix the total number of
Directors constituting the full Board of Directors and the number of Directors
in each class, but the total number of Directors shall not exceed nine nor shall
the number of Directors in any class exceed five. Subject to the foregoing, the
classes of Directors need not have the same number of members. No reduction in
the total number of Directors or in the number of Directors in any class shall
be effective to remove any Director or to reduce the term of any Director.
Notwithstanding any other provision set forth in the Regulations of the Company,
if the Board of Directors increases the number of Directors in a class, it may
fill the vacancy created thereby for the full remaining term of a Director in
that class even though such term may extend beyond the next annual election. The
Board of Directors may fill any vacancy occurring for any other reason for the
full remaining term of the Director whose death, resignation or removal caused
the vacancy, even though such term may extend beyond the next annual election. A
director who reaches the age of 67 shall thereafter no longer be eligible for
reelection to the Board of Directors. Directors need not be either residents of
the State of Ohio or shareholders of the Company.

         Section 3. Removal of Directors. All the Directors, or all the
Directors of a particular class, or any individual Director may be removed from
office, without assigning any cause, by the vote of the holders of shares
entitling them to exercise a majority of the voting power for the election of
directors; provided, that unless all the Directors, or all the Directors of a
particular class, are removed, no individual Director shall be removed in case
the votes of a sufficient number of shares are cast against his removal which,
if cumulatively voted at an election of all the Directors, or all the Directors
of a particular class, as the case may be, would be sufficient to elect at least
one Director.

         Section 4. Vacancies. In case of any vacancy among the Directors,
including a vacancy caused by an increase in the number of Directors at a time
other than at the annual meeting, the remaining Directors, though less than a
majority of the whole authorized number of Directors by an affirmative vote of
the majority thereof, may elect a Director to fill such vacancy to hold office
until the next annual election and until his successor shall be elected.

         Section 5. Power to Adopt By-Laws. The Board of Directors may adopt and
amend from time to time, By-Laws for its government, consistent with this Code
of Regulations, the Articles of Incorporation, and the laws of Ohio.

         Section 6. Meetings. After each annual election of Directors, the
Directors shall meet as soon as practicable for the purpose of organization, the
election and appointment of officers and the transaction of other business. The
Directors shall hold such other meetings from time to time as the Directors may
deem necessary, and such meetings as may from time to time be called by the
Chairman of the Board, President, Vice President or any two Directors. Meetings
may be held at the principal office of the Company or at such other place within
or outside the State of Ohio as a majority of the Directors may, from time to
time, determine. The President or Secretary shall give each Director notice of
each meeting of the Directors either by personal delivery or by mail, telegram,
or cablegram at least two days before the meeting. Notice of the time, place and
purpose of any meeting of the directors may be waived by any Director.


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         Section 7. Committees. The Directors may, from time to time, appoint an
Executive Committee or any other committee of the Directors, to consist of not
less than three Directors, and may delegate to any other committee any of the
authority of the Directors, however conferred, other than that of filling
vacancies among the Directors, or in any committee of the Directors. Any such
committee shall at all times act under the direction and control of the
Directors and shall make reports to the Directors of its acts, which reports
shall form a part of the records of the Company.

         Section 8. Quorum. At all meetings of the Directors, a majority of all
the Directors then in office shall constitute a quorum, but less than such
majority may adjourn the meeting of the Directors from time to time, and at any
adjourned meeting any business may be transacted as if the meeting had been held
as originally called. The action of a majority of Directors present at any
meeting at which there is a quorum shall be the act of the Board of Directors
except as other wise may be provided by law, the Articles, or in this Code of
Regulations.

         Section 9. Compensation of Directors. By the affirmative vote of a
majority of those in office, and irrespective of any financial or personal
interest of any of them, the Directors shall have authority to establish
reasonable compensation, which may include pension, disability and death
benefits, for services to the Company by Directors and officers, or to delegate
such authority to one or more officers or Directors.

         Section 10. Indemnification, Each Director, officer and employee,
whether or not then in office (and his heirs,' executors and administrators)
shall be indemnified by the Company against costs and expenses (including
counsel fees) reasonably incurred by him, and shall be reimbursed by the Company
for any such costs or expenses paid by him, in connection with any action, suit
or proceeding to which he may be made a party by reason of his being or having
been a Director, officer or employee of the Company or by reason of having
served at the request of the Company as a Director, officer or employee of the
Company or by reason of his having served at the request of the Company as a
Director or officer of another company, except in relation to matters as to
which he shall be finally adjudged in such action, suit or proceeding to have
been derelict in the performance of his duty as such director, officer or
employee. The foregoing qualification shall not prevent a settlement by the
Company prior to final adjudication when such settlement appears to be in the
interest of the Company. The foregoing right of indemnification shall also cover
amounts paid by any director, officer or employee (or his heirs, executors, or
administrators) in settlement of any such action, suit or proceeding if the
Company shall have previously given its written approval thereof, and shall not
be exclusive of other rights to which, any director, officer or employee may be
entitled as a matter of law.

         Section 11. Action of Directors Without a Meeting. Any action which may
be authorized or taken at a meeting of the Board of Directors may be authorized
or taken without a meeting in a writing or writings signed by all of the
Directors.


                              ARTICLE III OFFICERS

         Section 1. Executive Officers. The executive officers of the Company
shall be a Chairman of the Board, President, one or more Vice Presidents, a
Secretary and a Treasurer, and such other officers and assistant officers as the
Directors may, in their judgment, consider necessary. The same person may hold
any two or more offices of the Company. Officers may be elected at any time, but
as soon as is convenient after a meeting of shareholders at which a majority of
Directors are elected, the Directors shall hold a meeting at which they shall
consider the election of officers.

         Section 2. Tenure of Officers. Any officer may be removed, either with
or without cause, at any time, by the affirmative vote of a majority of all the
Directors then in office; such removal, however, shall be without prejudice to
the contract rights of the person so removed, if any.


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         Section 3. Chairman of the Board and/or President. The Chairman of the
Board and/or President shall be the active executive officer of the Company and
shall exercise supervision over the business of the Company and over its several
officers, subject, however, to the control of the Board of Directors. He shall
preside at all meetings of shareholders and, in the absence of, or if a Chairman
of the Board shall not have been elected, the President shall preside at
meetings of the Board of Directors. He shall have authority to sign all
certificates for shares and all deeds, mortgages, bonds, contracts, notes and
other instruments requiring his signature; and shall have all the powers and
duties prescribed by the General Corporation Act and such others as the Board of
Directors may from time to time assign him.

         Section 4. Secretary. The Secretary shall: keep books for the transfer
of shares and keep the share certificate book, the stock register and such other
books and records as may be necessary in order to keep an accurate record of
shareholders; keep minutes of all proceedings of the shareholders and Directors;
give notices for the Company; issue and attest all certificates of shares; and
in general perform all the duties usually incident to such office or which may
be assigned by the shareholders or Directors.

         Section 5. Treasurer. The Treasurer shall: have the custody and control
of all funds and securities belonging to the Company, except as otherwise
provided by the Directors, and shall be responsible for all monies and other
property of the Company in his custody; keep accurate accounts of the finances
of the Company and hold the books and records open for inspection and
examination of the Directors and any committee of shareholders appointed for
such inspection, and shall present abstracts of said books and records at annual
meetings of shareholders, or any other meetings requested; and perform all the
duties usually incident to such office or which may be assigned by the
shareholders or Directors. He shall give bond in such sum with such security as
the Directors may require, if any, for the faithful performance of his duties.

         Section 6. Assistant and Subordinate Officers. The Board of Directors
may appoint such assistant and subordinate officers as it may deem desirable.
Each such officer shall hold office during the pleasure of the Board of
Directors, and perform such duties as the Board of directors may prescribe.

         The Board of Directors may, from time to time, authorize any officer to
appoint and remove subordinate officers, to prescribe their authority and
duties, and to fix their compensation.

         Section 7. Duties of Officers May be Delegated. In the absence of any
officer of the Company, or for any other reason the Board of Directors may deem
sufficient, the Board of Directors may delegate, for the time being, the powers
or duties, or any of them of such officer to any other officer, or to any
Director.

         Section 8. Contracts. Checks. Notes and Other Instruments. All
contracts, agreements and notes authorized by the Board of Directors shall,
unless otherwise directed by the Board of Directors or unless otherwise required
by law, be signed by the President or Secretary. All checks shall be signed by
at least two authorized persons. The Board of Directors may, however, authorize
other officers to sign checks, drafts and orders for the payment of money, and
may designate different combinations of officers and employees who may, in the
name of the Company, execute checks, drafts, contracts, agreements and other
instruments in its behalf.


                            ARTICLE IV CAPITAL STOCK

         Section 1. Share Certificates. Certificates for shares, certifying the
number of fully-paid shares owned, shall be issued to each shareholder in such
form as shall be approved by the 


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Board of Directors. Such certificates shall be signed by the President or a Vice
President and by the Secretary or an Assistant Secretary. Such certificates or
shares shall be transferable in person or by attorney, but, except as
hereinafter provided and in the case of lost, stolen, mutilated or destroyed
certificates, no transfer of shares shall be 'entered upon the records of the
Company until the previous certificate, if any, given for the same, shall have
been surrendered and canceled.

         Section 2. Lost, Mutilated or Destroyed Certificates. If any
certificate for shares is lost, stolen, mutilated or destroyed, the Board of
Directors may authorize the issue of a new certificate in place thereof upon
such terms and conditions as it may deem advisable. The Board of Directors in
its discretion may refuse to issue such new certificates until the Company has
been indemnified to its satisfaction and until it is protected to its
satisfaction by a final order or decree of a court of competent jurisdiction.

         Section 3. Registered Shareholders. A person in whose name shares are
of record on the books of the Company shall conclusively be deemed the
unqualified owner thereof for all purposes and to have capacity to exercise all
rights of ownership. Neither the Company nor any transfer agent of the Company
shall be bound to recognize any equitable interest in or claim to such shares on
the part of any other person, whether disclosed upon such certificate or other
wise, nor shall they be obliged to see the execution of any trust or obligation.


                             ARTICLE V MISCELLANEOUS

         Section 1. Record Date. The Directors may fix a date not exceeding
sixty days preceding the date of any meeting of shareholders, the date for the
payment of any dividend or the date for any other corporate action for which a
record date is authorized by law, as record date for the determination of the
shareholders entitled to notice of, and to vote at, any such meetings and any
adjournment thereof, or entitled to receive payment of any such dividend or to
participate in any such other corporate action, and in such case the
shareholders of record on said date and only such shareholders shall be entitled
to such notice of, and to vote any such meeting and any adjournment thereof, or
to be entitled to receive payment of any such dividend or be entitled to
participate in any such other corporate action.

         Section 2. Fiscal Year. The fiscal year of the company shall end on
December 31 of each year, or on such other days as may be fixed from time to
time by the Board of Directors.

         Section 3. Amendments. This Code of Regulations or any Article or
Section hereof may be adopted, changed, repealed, or amended without a meeting
by the written consent of the holders of two-thirds of the shares entitled to
vote upon such proposal or by the holders of a majority of the shares entitled
to vote upon such proposal at a meeting held for that purpose.


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