<PAGE>

                                                                     Exhibit 3.2



                              AMENDED AND RESTATED

                                     BY-LAWS

                                       OF

                             TEKNOWLEDGE CORPORATION





















                              Amended and Restated
                                By-Laws Adopted:

                                January 26, 1999



<PAGE>

                              AMENDED AND RESTATED
                                     BY-LAWS
                                       OF
                             TEKNOWLEDGE CORPORATION


                                TABLE OF CONTENTS




ARTICLE I - MEETINGS OF STOCKHOLDERS...........................................1
         SECTION 1.  Annual Meetings...........................................1
         SECTION 2.  Special Meetings..........................................1
         SECTION 3.  Notice of Meetings........................................2
         SECTION 4.  Conduct of Meetings.......................................2
         SECTION 5.  Inspectors of Election....................................3
         SECTION 6.  Voting....................................................3
         SECTION 7.  Quorum....................................................4
         SECTION 8.  List of Stockholders......................................4
         SECTION 9.  No Action Without Meeting.................................4

ARTICLE II - BOARD OF DIRECTORS................................................4
         SECTION 1.  General Powers............................................4
         SECTION 2.  Number, Election. Term of Office and Qualifications.......4
         SECTION 3.  Resignation...............................................5
         SECTION 4.  Removal or Increase in Number of Directors by
                                the Stockholders...............................5
         SECTION 5.  Vacancies.................................................5
         SECTION 6.  Annual and Regular Meetings...............................5
         SECTION 7.  Special Meetings..........................................5
         SECTION 8.  Notice of Special Meetings................................6
         SECTION 9.  Quorum....................................................6
         SECTION 10. Regulations...............................................6
         SECTION 11. Compensation..............................................6
         SECTION 12. Participation in a Meeting by Conference Telephone........6
         SECTION 13. Written Consent in Lieu of Meeting........................6

ARTICLE III - EXECUTIVE AND OTHER COMMITTEES...................................7
         SECTION 1.  Designation, Term of Office and Qualifications............7
         SECTION 2.  Powers....................................................7
         SECTION 3.  Resignation, Removal or Dissolution.......................7
         SECTION 4.  Vacancies.................................................7
         SECTION 5.  Meetings..................................................7
         SECTION 6.  Quorum....................................................8
         SECTION 7.  Other Committees..........................................8

<PAGE>

ARTICLE IV - NOTICES...........................................................8
         SECTION 1.  Waiver of Notice..........................................8
         SECTION 2.  Attendance at Meeting.....................................9

ARTICLE V - OFFICERS...........................................................9
         SECTION 1.  Number....................................................9
         SECTION 2.  Selection, Term of Office and Qualifications..............9
         SECTION 3.  Resignation...............................................9
         SECTION 4.  Removal...................................................9
         SECTION 5.  Vacancies.................................................9
         SECTION 6.  Chairman.................................................10
         SECTION 7.  President and Chief Operating Officer....................10
         SECTION 8.  Vice Presidents..........................................10
         SECTION 9.  Secretary................................................10
         SECTION 10. Treasurer................................................10
         SECTION 11. Surety Bonds.............................................11

ARTICLE VI - EXECUTION OF INSTRUMENTS.........................................11
         SECTION 1.  Execution of Instruments Generally.......................11
         SECTION 2.  Execution of Checks, All Evidence of Indebtedness
                                and Similar Instruments.......................11

ARTICLE VII - CAPITAL STOCK...................................................11
         SECTION 1.  Certificate of Stock.....................................11
         SECTION 2.  Transfer of Stock........................................12
         SECTION 3.  Lost, Stolen or Destroyed Certificates...................12
         SECTION 4.  Regulations, Transfer Agents and Registrars..............12
         SECTION 5.  Making of Record Date....................................12
         SECTION 6.  Dividends and Reserves...................................12
         SECTION 7.  Record Ownership.........................................13

ARTICLE VIII - BOOKS, ACCOUNTS AND OTHER RECORDS..............................13

ARTICLE IX - CORPORATE SEAL...................................................13

ARTICLE X - FISCAL YEAR.......................................................13

ARTICLE XI - INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES
         AND OTHER AGENTS.....................................................13
         SECTION 1.  Directors and Executive Officers.........................13
         SECTION 2.  Other Officers, Employees and Other Agents...............14
         SECTION 3.  Good Faith...............................................14
         SECTION 4.  Expenses.................................................14
         SECTION 5.  Enforcement..............................................16
         SECTION 6.  Non Exclusivity of Rights................................16
         SECTION 7.  Survival of Rights.......................................17

<PAGE>

         SECTION 8.  Insurance................................................17
         SECTION 9.  Amendments...............................................17
         SECTION 10. Savings Clause...........................................17
         SECTION 11. Certain Definitions......................................17

ARTICLE XII - AMENDMENTS......................................................18





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                                       1


                             TEKNOWLEDGE CORPORATION
                            (a Delaware Corporation)

                              AMENDED AND RESTATED

                                     BY LAWS


I.

                            MEETINGS OF STOCKHOLDERS

1. Annual  Meetings.  The annual meeting of the  stockholders of the Corporation
shall be held at such date and time and  place,  either  within or  without  the
state of  Delaware,  as the Board of  Directors  may  designate.  At such annual
meeting,  Directors  shall be elected and any other  business may be  transacted
which may properly come before the meeting.

2.       Special Meetings.

(a) "Special  meetings may be called at any time by (i) the board of  directors,
(ii) the chairman of the board,  (iii) the president,  (iv) the chief  executive
officer or (v)  subject to the  procedures  set forth in this  Section 2, one or
more stockholders holding shares in the aggregate entitled to cast not less than
ten percent (10%) of the votes at such meeting.

         Upon request in writing  sent by  registered  mail to the  president or
chief executive  officer by any  stockholder or stockholders  entitled to call a
special  meeting of  stockholders  pursuant to this Section  2(a),  the board of
directors shall determine a place and time for such meeting, which time shall be
not less than one hundred  twenty  (120) nor more than one hundred  thirty (130)
days after the receipt of such request,  and a record date for the determination
of stockholders  entitled to vote at such meeting shall be fixed by the board of
directors,  in  advance,  which  shall not be more that 60 days nor less than 10
days before the date of such  meeting,  nor more than 60 days prior to any other
action. Following such receipt of a request and determination of the validity of
the request,  it shall be the duty of the  secretary to cause notice to be given
to the stockholders entitled to vote at such meeting, in the manner set forth in
Section  3,  hereof,  that a  meeting  will  be held at the  place  and  time so
determined.

(b)  Subject to the  rights of holders of any class or series of stock  having a
preference  over the  Common  Stock as to  dividends  or upon  liquidation,  (x)
nominations  for the  election  of  directors  and (y)  business  proposed to be
brought before any stockholder meeting, may be made by the Board of Directors or
a proxy  committee  appointed by the Board of  Directors  or by any  stockholder
entitled  to vote in the  election of  directors  generally.  However,  any such
stockholder  may  nominate  one or more  persons for  election as directors at a
meeting or propose  business to be brought  before a meeting,  or both,  only if
such stockholder has given timely notice in proper written form of his intent to
make such nomination or nominations or to propose such business. To be timely, a
stockholder's  notice  must  be  delivered  to or  mailed  and  received  by the
Secretary  of the  Corporation  not later  than  ninety  (90) days prior to such
meeting;  provided,  however, that in the event that less than one hundred (100)

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                                       2


days notice or prior  public  disclosure  of the date of the meeting is given or
made to  stockholders,  notice by the  stockholder to be timely must be received
not later than the close of business on the tenth (10th) day  following the date
on which  such  notice of the date of such  meeting  was  mailed or such  public
disclosure was made. To be in proper written form, a stockholder's notice to the
Secretary shall set forth:

(i) the name and address of the  stockholder who intends to make the nominations
or propose the business  and, as the case may be, of the person or persons to be
nominated or of the business to be proposed;

(ii) a representation that the stockholder is a holder of record of stock of the
Corporation  entitled to vote at such  meeting  and, if  applicable,  intends to
appear in person or by proxy at the meeting to nominate the person or persons or
to bring such business before the meeting specified in the notice;

(iii) if applicable, a description of all arrangements or understandings between
the  stockholder  and each nominee and any other person or persons  (naming such
person or persons)  pursuant to which the  nomination or  nominations  are to be
made by the stockholder;

(iv) such other information regarding each nominee or each matter of business to
be proposed by such  stockholder  as would be required to be included in a proxy
statement  filed  pursuant to the proxy  rules of the  Securities  and  Exchange
Commission  had the nominee been  nominated  or the matter been  proposed by the
Board of Directors; and

(v) if  applicable,  the  consent of each  nominee to serve as a Director of the
Corporation if so elected.

         The chairman of the meeting may refuse to acknowledge the nomination of
any person or the  proposal  of any  business  not made in  compliance  with the
foregoing procedure.

3. Notice of Meetings.  Written  notice of the time,  place and purposes of each
meeting  of the  stockholders  shall be given by, or at the  direction  of,  the
Secretary  or  person(s)  authorized  to call the  meeting  and  shall be served
personally  or by mail on each  stockholder  of record  entitled to vote at such
meeting not less than ten (10) nor more than fifty (50) days before the meeting.
If mailed, such notice shall be directed to each such stockholder at his address
as it appears on the stock  book of the  Corporation  unless he shall have filed
with the Secretary a written  request that notice  intended for him be mailed to
some other address,  in which case it shall be mailed to the address  designated
in such request.

4. Conduct of Meetings.  Each meeting of the stockholders shall be presided over
by the Chairman and Chief  Executive  Officer (in accordance with the provisions
of  Section 6 of Article V of these  Bylaws)  or, if such  officer  shall not be
present,  by the President and Chief Operating Officer, or if such officer shall
not be  present,  by such person as may be  designated  from time to time by the
Board of  Directors  or, in the  absence of such  person or if there shall be no
such  designation,  by a chairman to be chosen at the meeting.  The Secretary of
the Corporation shall act as secretary of each meeting of the  stockholders,  or
if he shall not be  present,  such person as may be  designated  by the Board of
Directors  shall act as such  secretary  or, in the absence of such person or if

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                                       3


there shall be no such designation, the meeting may choose a secretary.

         Unless  otherwise   approved  by  the  chairman  of  the  meeting  (the
"Chairman"),   attendance  at  the   stockholders'   meeting  is  restricted  to
stockholders  of record,  persons  authorized  in  accordance  with Section 6 of
Article I of these Bylaws to act by proxy, and officers of the Corporation.  The
Chairman shall call the meeting to order,  establish the agenda, and conduct the
business  of  the  meeting  in  accordance   therewith  or,  at  the  Chairman's
discretion,  it may be conducted  otherwise in accordance with the wishes of the
stockholders in attendance.  The date and time of the opening and closing of the
polls for each matter upon which the stockholders will vote at the meeting shall
be announced at the meeting.

         The Chairman shall also conduct the meeting in an orderly manner,  rule
on the precedence of and procedure on, motions and other procedural matters, and
exercise  discretion with respect to such  procedural  matters with fairness and
good faith  toward all those  entitled  to take part.  The  Chairman  may impose
reasonable limits on the amount of time taken up at the meeting on discussion in
general or on remarks by any one  stockholder.  Should any person in  attendance
become unruly or obstruct the meeting  proceedings,  the Chairman shall have the
power to have such person removed from participation.  Notwithstanding  anything
in the Bylaws to the  contrary,  no  business  shall be  conducted  at a meeting
except in accordance with the procedures set forth in this Section 4 and Section
2(b) above. The Chairman of a meeting shall, if the facts warrant, determine and
declare to the meeting that business was not properly brought before the meeting
and in accordance with the provisions of this Section 4 and Section 2(b), and if
he should so determine, he shall so declare to the meeting and any such business
not properly brought before the meeting shall not be transacted.

5. Inspectors of Election.  At each meeting of stockholders at which an election
of Directors is to be held,  the  chairman of the meeting  shall  appoint one or
more persons, who need not be stockholders,  to act as inspectors of election at
such meeting.  The inspectors so appointed,  before entering on the discharge of
their  duties,  shall take and  subscribe an oath or  affirmation  faithfully to
execute the duties of  inspectors at such meeting with strict  impartiality  and
according to the best of their ability,  and thereupon the inspectors shall take
charge of the polls and after the  balloting  shall canvass the votes and make a
certificate  of the results of the vote taken.  No Director or candidate for the
office of Director shall be appointed an inspector.

6. Voting.  At each meeting of the  stockholders,  each stockholder  entitled to
vote at such  meeting  shall be  entitled  to one  vote for each  share of stock
standing  in his name on the  books of the  Corporation  and may vote  either in
person or by proxy,  but no proxy shall be voted after three years from its date
unless such proxy provides for a longer period.  Every proxy must be executed in
writing by the stockholder or by his duly authorized attorney.

         At each meeting of the  stockholders,  if there shall be a quorum,  the
vote of the holders of a majority of the shares of stock  present,  in person or
by proxy, and entitled to vote thereat,  shall decide all matters brought before
such  meeting,  except as  otherwise  provided  by law,  by the  Certificate  of
Incorporation or by these By Laws.


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                                       4


7. Quorum.  At all meetings of the stockholders,  the presence,  in person or by
proxy,  of the holders of record of a majority of the shares of stock issued and
outstanding,  and entitled to vote thereat, shall be necessary and sufficient to
constitute  a quorum  for the  transaction  of  business,  except  as  otherwise
provided by law, by the Certificate of Incorporation or by these By Laws. In the
absence of a quorum,  the holders of record of a majority of the shares of stock
present,  in person or by proxy,  and  entitled to vote  thereat,  or if no such
stockholders  are present in person or by proxy, any officer entitled to preside
at,  or act as  secretary  of,  such  meeting,  without  notice  other  than  by
announcement  at the meeting,  may adjourn the meeting from time to time,  for a
period of not more than  thirty  (30)  days at one  time,  until a quorum  shall
attend.  At any such  adjourned  meeting  at which a quorum  shall be present in
person  or by  proxy,  any  business  may be  transacted  that  might  have been
transacted at the meeting as originally called.

8. List of  Stockholders.  The officer who shall have 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
such meeting, arranged in alphabetical order with the address, and the number of
shares registered in the name, of each such stockholder. Such list shall be open
to the  examination of any stockholder for ten (10) days prior to the meeting at
the place of the meeting and shall be produced and kept at the time and place of
the meeting  during the whole time thereof and subject to the  inspection of any
stockholder who may be present.

9. No Action Without  Meeting.  Any action  required or permitted to be taken by
the  stockholders of the Corporation must be effected at a duly called annual or
special  meeting  of such  holders  and may not be  effected  by any  consent in
writing by such holders.

II.

                               BOARD OF DIRECTORS

1. General  Powers.  Except as otherwise  provided by law,  the  Certificate  of
Incorporation  or these  Bylaws,  the  property,  affairs  and  business  of the
Corporation  shall be  managed by the Board of  Directors.  In  addition  to the
powers and authority  expressly  conferred on it by these By Laws,  the Board of
Directors  may  exercise  all such  powers of the  Corporation,  and do all such
lawful acts and things,  as are not by law, by the Certificate of  Incorporation
or by  these  By  Laws  directed  or  required  to be  exercised  or done by the
stockholders.

2. Number, Election. Term of Office and Qualifications. The authorized number of
Directors of the  Corporation  shall consist of a maximum of ten (10) directors,
with the  exact  number as fixed  from  time to time by the  Board of  Directors
either by a  resolution  or a by law duly  adopted  by the  Board of  Directors.
Except as provided in Section 4 or 5 of this Article II, the Directors  shall be
elected at the annual  meeting of the  stockholders.  All elections of Directors
shall be by a  majority  of the votes  cast.  Except as  provided  by law,  each
Director  (whether  elected at a meeting of the stockholders or otherwise) shall
continue in office until the annual meeting of the stockholders  held next after
his election and until his successor  shall have been elected and shall qualify,
or until his death,  resignation or removal in the manner  provided in Section 3
or 4 of this Article II. No Director need be a stockholder.


<PAGE>
                                       5


3. Resignation.  Any Director may resign at any time by giving written notice to
the  Chairman  or  the  Secretary.  Unless  otherwise  specified  therein,  such
resignation shall take effect on receipt thereof.

4. Removal or Increase in Number of Directors by the Stockholders.  Any Director
may be removed at any time,  either with or without  cause,  by the  affirmative
vote of the  holders of record of a majority  of the shares of stock  issued and
outstanding and entitled to vote, given at a meeting of the stockholders  called
for that purpose.  Any vacancy in the Board of Directors (i) resulting  from any
such removal,  or (ii) resulting from any increase in the number of Directors at
a meeting  of the  stockholders,  may be filled at such  meeting  in the  manner
provided in Section 2 of this Article II,  provided  that, in the event that the
stockholders  do not fill such  vacancy at such  meeting,  such  vacancy  may be
filled in the manner provided in Section 5 of this Article II.

5. Vacancies.  If any vacancy shall occur in the Board of Directors by reason of
death,  resignation,  removal,  increase in the number of Directors  (whether by
action of the Board of Directors or the stockholders) or otherwise, such vacancy
may be filled,  subject to the  provisions of Section 4 of this Article II, by a
majority vote of Directors then in office, though less than a quorum,  provided,
however,  that a Director so elected to fill such a vacancy may be  displaced in
the manner provided by law.

         In the event that the resignation of any Director shall specify that it
shall take effect at a future date, the vacancy  resulting from such resignation
may be filled by a majority vote of the Directors then in office, including that
of the  Director who shall have so  resigned,  and the vote  thereon  shall take
effect when such resignation shall become effective.

6. Annual and Regular Meetings.  As soon as practicable after the annual meeting
of the  stockholders  in each year, an annual  meeting of the Board of Directors
shall be held at such time and place as the Board may  determine  by  resolution
duly  adopted  at any  meeting of the Board,  for  organization  of the Board of
Directors,  for the  election of officers and for the  transaction  o such other
business as may properly come before the meeting.

         Regular  meetings of the Board of Directors shall be held at such times
and places  (within or without the State of Delaware) as the Board may from time
to time determine by resolution duly adopted at any meeting of the Board.

7. Special  Meetings.  A special meeting of the Board of Directors may be called
at any time by the Chairman and shall be called by the Chairman or the Secretary
on the  written  request  of two  Directors,  and shall be held at such time and
place  (within or without the State of Delaware) as may be fixed by the Chairman
or by such Directors in such request, as the case may be, provided that the time
so fixed  shall  permit  the giving of notice as  provided  in Section 8 of this
Article II.

8.  Notice of  Special  Meetings.  Notice of the time and place of each  special
meeting  of the  Board  of  Directors  shall be sent to each  Director  by mail,
facsimile,  telegraph,  wireless telegraph,  radio or cable, addressed to him at
his  address as it appears on the record of the  Corporation,  at least ten (10)
days before the day on which such meeting is to be held, or telephoned,  sent by
facsimile  (with  confirmation  of receipt) or delivered to him  personally,  at

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                                       6


least forty eight (48) hours before the time at which the meeting is to be held.
Except as otherwise  provided in these By Laws,  or by law, such notice need not
state the purposes of the meeting.

9. Quorum. At all meetings of the Board of Directors the presence in person of a
majority of the  Directors  then in office,  but in no event less than one third
(1/3) of the total number of  Directors  shall be necessary  and  sufficient  to
constitute a quorum for the  transaction of business,  and,  except as otherwise
provided by law, by the Certificate of  Incorporation  or by these By Laws, if a
quorum shall be present, the act of a majority of the Directors present shall be
the act of the Board of Directors. In the absence of a quorum, a majority of the
Directors present, or if no Director is present, any officer entitled to preside
at,  or act as  secretary  of,  such  meeting,  without  notice  other  than  by
announcement  at the meeting,  may adjourn the meeting from time to time,  for a
period of not more than thirty (30) days at any one time,  until a quorum  shall
be present.

10. Regulations. The Board of Directors may adopt such rules and regulations for
the conduct of its meetings and for the management of the property,  affairs and
business of the Corporation as it may deem proper,  not  inconsistent  with law,
the Certificate of Incorporation or these By Laws.

11. Compensation.  Directors,  as such, shall receive no stated salary for their
services,  but Directors who are not full time employees of the  Corporation may
receive such compensation for their services and allowances for expense,  as the
Board of Directors may fix from time to time.  Nothing herein shall be construed
to preclude any Director from serving the  Corporation in any other capacity and
receiving compensation therefor.

12. Participation in a Meeting by Conference Telephone.  Any member of the Board
of Directors  may  participate  in a meeting of the Board by means of conference
telephone  or similar  communications  equipment  by means of which all  persons
participating in a meeting pursuant to this section shall constitute presence in
person at such  meeting  within the meaning of Section 9 of this  Article II, or
for any other purpose.

13. Written  Consent in Lieu of Meeting.  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 a written  consent  thereto shall be signed by all
members of the Board or of such committee,  as the case may be, and such written
consent  shall  be  filed  with  the  minutes  of  proceedings  of the  Board or
committee.

III.

                         EXECUTIVE AND OTHER COMMITTEES

1. Designation, Term of Office and Qualifications. The Board of Directors may in
its discretion,  by resolution adopted at any meeting by a majority of the whole
Board,  designate an Executive Committee  consisting of such number of Directors
as may be so  designated,  but in no event  less  than two.  Each  member of the
Executive  Committee must be a Director and shall forthwith cease to be a member
of such  committee  if he  shall  cease to be a  Director.  Each  member  of the

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                                       7


Executive  Committee  shall  continue in office until the annual  meeting of the
Board of Directors held next after his  designation,  or until he shall cease to
be a  Director,  or until  his  death,  resignation  or  removal,  or until  the
dissolution of the Executive  Committee,  in the manner provided in Section 3 of
this Article III.

2. Powers. Except as may be provided by law or by the resolution of designation,
the Executive  Committee,  if so designated,  shall have and may exercise all of
the powers of the Board of  Directors  in the  management  of the  business  and
affairs of the Corporation,  expressly including the power to declare a dividend
or to authorize the issuance of stock,  and  including  without  limitation  all
powers expressly conferred on the Board of Directors by these By Laws, and shall
have power to authorize the seal of the  Corporation to be affixed to all papers
which may require it, provided,  however, that the Executive Committee shall not
have power to amend the Certificate of  Incorporation;  to make, alter or repeal
these By Laws; to adopt an agreement of merger or consolidation; to recommend to
the stockholders the sale, lease or exchange of all, or substantially all of the
Corporation's   property  and  assets;   to  recommend  to  the  stockholders  a
dissolution  of the  Corporation  or a  revocation  of a  dissolution;  to  fill
vacancies in the Board of Directors;  or to dissolve,  remove  members or change
the number of, or fill vacancies in, the Executive Committee.

3. Resignation,  Removal or Dissolution.  Any member of the Executive  Committee
may  resign  at any  time  by  giving  written  notice  to the  Chairman  or the
Secretary.  Unless otherwise  specified  therein,  such  resignation  shall take
effect on  receipt  thereof.  Any  member  (except a member ex  officio)  of the
Executive Committee may be removed at any time, either with or without cause, by
a majority vote of the Directors then in office,  at any meeting of the Board of
Directors  called for that  purpose.  The Board of Directors  may, by resolution
duly adopted at any meeting, dissolve the Executive Committee.

4. Vacancies. If any vacancy shall occur in the Executive Committee by reason of
death,  resignation,  removal or  otherwise,  such  vacancy may be filled at any
meeting of the Board of Directors.

5.  Meetings.  The  Executive  Committee  may provide for the holding of regular
meetings at such times and places  (within or without the State of  Delaware) as
it may from time to time determine by resolution  duly adopted at any meeting of
the Executive Committee.  No notice of any such meeting need be given. A special
meeting of the  Executive  Committee  may be called at any time by the  Chairman
and/or the  Chairman of the  Executive  Committee.  Notice of the time and place
(within or without the State of Delaware) of each special  meeting shall be sent
to each member of the Executive Committee by mail, facsimile telegraph, wireless
telegraph,  radio or cable, addressed to him at his address as it appears on the
records of the  Corporation,  at least ten (10) days before the day on which the
meeting is to be held, or telephoned,  sent by facsimile  (with  confirmation of
receipt) or delivered to him personally,  at least forty eight (48) hours before
the time at with the special meeting is to be held. Except as otherwise provided
by law or in these By Laws,  such  notice  need not  state  the  purpose  of the
special  meeting.  Any member of the Executive  Committee may  participate  in a
meeting of the Executive  Committee by means of conference  telephone or similar
communications  equipment  by means of which all  persons  participating  in the
meeting  can hear each  other.  Participation  in a meeting by such means  shall
constitute presence in person at such meeting within the meaning of Section 6 of

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                                       8


this Article III, or for any other purpose.  The Executive  Committee shall keep
minutes of its proceedings and shall report the same to the meeting of the Board
of Directors held next after such proceedings are taken. The Executive Committee
may adopt such rules and  regulations  for the conduct of its meetings as it may
deem proper,  not  inconsistent  with law, the Certificate of  Incorporation  or
these By Laws.

6. Quorum. At all meetings of the Executive  Committee the presence in person of
a majority of the membership of the Executive  Committee then in office shall be
necessary and sufficient to constitute a quorum for the transaction of business,
and, except as otherwise provided by law, by the Certificate of Incorporation or
by these By Laws,  if a quorum  shall be  present,  the act of a majority of the
members present shall be the act of the Executive Committee. In the absence of a
quorum,  a  majority  of the  members  present,  without  notice  other  than by
announcement  at the meeting,  may adjourn the meeting from time to time,  for a
period of not more than  thirty (30) days at one time,  until a quorum  shall be
present.

7. Other Committees. The Board of Directors may in its discretion, by resolution
adopted at any meeting by a majority of the whole  Board,  designate  such other
committees as it may deem  advisable.  Each such committee shall consist of such
number of Directors as may be so  designated,  but in no event less than two and
shall have and may exercise such powers,  and shall perform such duties, in such
manner,  as may be delegated to it by resolution of the Board of Directors.  The
Board of Directors shall have power at any time to remove any member of any such
committee,  with or without cause,  and to fill vacancies in and to dissolve any
such committee.

IV.

                                     NOTICES

1. Waiver of Notice.  Whenever any notice is required to be given by law, by the
Certificate of Incorporation or by these By Laws, a waiver thereof by the person
or  persons  entitled  to such  notice  given  before or after  the time  stated
therein, in writing, shall be deemed equivalent to such notice.

2.  Attendance  at Meeting.  Attendance  of a person at any meeting,  whether of
stockholders  (in person or by proxy),  Directors or the  executive or any other
committee, shall constitute a waiver of notice of such meeting, except when such
person  attends  such  meeting  for the  express  purpose of  objecting,  at the
beginning of the meeting, to the transaction of any business because the meeting
is not legally called or convened.

V.

                                    OFFICERS

1. Number.  The officers of the Corporation shall be a Chairman of the Board and
Chief Executive Officer ("Chairman"), President and Chief Operating Officer, one
or more Vice Presidents,  Secretary and Treasurer. Other officers may be elected

<PAGE>
                                       9


or appointed in accordance  with the  provisions of Section 2 of this Article V.
Any two or more offices may be held by the same person.

2.       Selection, Term of Office and Qualifications.

(a) The  officers  shall be elected by the Board of Directors or by such officer
or officers as the Board of Directors may designate.

(b) Other officials,  including without  limitation one or more Vice Presidents,
Assistant  Secretaries,  and/or  Assistant  Treasurers,  shall be chosen in such
manner,  hold office for such period,  have such authority,  perform such duties
and be subject to removal as may be determined  by the Board of  Directors.  The
Board of Directors  may delegate to any officer or officers the power to appoint
any such other officers,  to fix their respective terms of office,  to prescribe
their respective authorities and duties, to remove them and to fill vacancies in
any such offices.

(c) No officer need be a Director, and no officer need be a stockholder.

3. Resignation. Any officer may resign at any time, unless otherwise provided in
any contract with the  Corporation,  by giving written notice to the Chairman or
the Secretary.  Unless otherwise specified therein,  such resignation shall take
effect on receipt thereof.

4.  Removal.  Any  officer  may be removed at any time,  either  with or without
cause,  by the  affirmative  vote of a majority of the Directors then in office;
and any  officer not  elected by the Board of  Directors  may be removed in such
manner as may be  determined  by or  pursuant  to  delegation  from the Board of
Directors.

5. Vacancies.  If a vacancy shall occur,  by reason of death,  disqualification,
resignation,  removal or otherwise,  in any office required by Section 2 of this
Article V to be elected by the Board of  Directors,  such  vacancy may be filled
for the unexpired  portion of the term by the Board of  Directors.  A vacancy in
any other  office  shall be filled in such  manner as may be  determined  by, or
pursuant to delegation from, the Board of Directors.

6.  Chairman.  The  Chairman  shall,  subject  to the  control  of the  Board of
Directors,  exercise  general  management  and  supervision  over the  property,
affairs and business of the  Corporation  and shall authorize the other officers
of the Corporation to exercise such powers as he, in his discretion, may deem to
be in the best  interest  of the  Corporation.  Unless  the  Board of  Directors
designates  another  person,  the Chairman  shall preside at all meetings of the
stockholders,  of the Board of Directors and of the Executive Committee,  and in
general the Chairman shall perform all duties incident to general management and
supervision of the Corporation and such other duties as from time to time may be
assigned to him by the Board of Directors.

7.  President and Chief  Operating  Officer.  The President and Chief  Operating
Officer, at the request of the Chairman or upon his absence or disability, or in
the event of a vacancy in the office of Chairman,  shall exercise all the powers
of the  Chairman  as provided in Section 6. The  President  and Chief  Operating
Officer in general shall perform all duties incident to the powers authorized in

<PAGE>
                                       10


him by the  Chairman  and such other duties as from time to time may be assigned
to him by the Board of Directors.

8. Vice Presidents.  There may be one or more Vice Presidents,  as determined by
the Board of Directors or pursuant to  delegation  from the Board of  Directors.
The Vice Presidents,  in the order of their seniority or such other order as the
Board of  Directors  or the  Chairman  may from time to time  determine,  at the
request of the highest  ranking  officer  identified in Sections 6 and 7 of this
Article V who is present and in office or upon his absence or disability,  or in
the event of  vacancies in both of the offices  identified  in Sections 6 and 7,
shall  exercise  all of the  powers  provided  in  Sections  6 and 7.  The  Vice
Presidents or any of them shall have the power to enter into contracts on behalf
of the  Corporation  and to hire and fire  employees of the  Corporation  and in
general  shall have such duties and  exercise  such other powers as from time to
time may be assigned to them by these By Laws,  by the Board of  Directors or by
the officers identified in Sections 6 and 7.

9. Secretary.  The Secretary shall record all the proceedings of the meetings of
the  stockholders  and the  Board  of  Directors  in a book to be kept  for that
purpose, and perform such other duties as shall be assigned to the Secretary.

10.  Treasurer.  The  Treasurer  shall have custody of the  corporate  funds and
securities   and  shall  keep  full  and  accurate   accounts  of  receipts  and
disbursements in books belonging to the  Corporation.  The Treasurer shall cause
all moneys and other  valuable  effects to be  deposited  in the name and to the
credit of the Corporation in such depositories as may be designated by the Board
of  Directors.  The  Treasurer  shall cause the funds of the  Corporation  to be
disbursed  when such  disbursements  have been duly  authorized,  taking  proper
vouchers for such disbursements,  and shall render to the Chairman and the Board
of  Directors,  whenever  requested,  an  account  of all  his  transactions  as
Treasurer  and of the  financial  condition of the  Corporation.  The  Treasurer
shall, in general, perform all duties and have all powers incident to the office
of Treasurer  and shall  perform such other duties and have such other powers as
may from  time to time be  assigned  to him by these  By Laws,  by the  Board of
Directors or by the Chairman.

11. Surety Bonds. In the event that the Board of Directors shall so require, any
officer or agent of the  Corporation  shall execute to the Corporation a bond in
such sum and with such surety or sureties as the Board of Directors  may direct,
conditioned  on the  faithful  performance  of his  duties  to the  Corporation,
including  responsibility  for negligence an for the accounting of all property,
funds or securities of the Corporation that may come into his hands.

VI.

                            EXECUTION OF INSTRUMENTS

1.  Execution of Instruments  Generally.  Subject to the control of the Board of
Directors  and  except as  otherwise  provided  by law,  by the  Certificate  of
Incorporation or by these By Laws, any one or more of the following persons, the
Chairman, or any officer, agent or employee of the Corporation who may from time
to time be authorized  (either generally or in specific  instances) by the Board
of Directors or by the Chairman to do so, may sign, execute (with or without the
seal of the  Corporation),  verify,  acknowledge  and deliver in the name and on

<PAGE>
                                       11


behalf of the Corporation any agreement,  deed, contract,  proxy, covenant, bond
or other security, or any other document, instrument or writing of any nature.

2. Execution of Checks,  All Evidence of Indebtedness  and Similar  Instruments.
All checks, drafts, bills of exchange,  notes,  acceptances and endorsements and
all evidences of indebtedness of the Corporation  whatsoever  shall be signed by
such officers,  agents or employees of the Corporation,  or any one of them, and
in such manner,  as from time to time may be determined  (either generally or in
specific  instances) by the Board of Directors or by such officer or officers to
whom the Board of Directors may delegate the power so to determine.

VII.

                                  CAPITAL STOCK

1. Certificate of Stock. The interest of each stockholder  shall be evidenced by
a certificate  representing shares of stock of the Corporation which shall be in
such  form as the Board of  Directors  may from  time to time  adopt.  Each such
certificate  shall be signed by the  Chairman or President  and Chief  Operating
Officer or a Vice President,  and by the Treasurer or an Assistant  Treasurer or
the  Secretary or an Assistant  Secretary,  shall be sealed with the seal of the
Corporation,  and shall be countersigned  and registered in such manner, if any,
as the Board of Directors may prescribe.  In case such certificate is signed (i)
by a transfer agent or (ii) by a transfer  clerk and a registrar,  the signature
of any such officer, and the seal of the Corporation on such certificate, may be
facsimile.  In case any  officer  who  shall  have  signed,  or whose  facsimile
signature shall have been used on any such  certificate,  shall cease to be such
officer of the Corporation, before such certificate shall have been delivered by
the Corporation, such certificate may nevertheless be adopted by the Corporation
and be issued and delivered as though the person who signed such certificate, or
whose  facsimile  signature  shall have been used thereon,  had not ceased to be
such officer;  and such issuance and delivery shall constitute  adoption of such
certificate by the Corporation. There shall be entered on the stock books of the
Corporation  the  number  of each  certificate  issued,  the  number  of  shares
represented  thereby, the name of the person to whom such certificate was issued
and the date of issuance thereof.

2. Transfer of Stock. The original stock ledger of the Corporation shall contain
the  names,  alphabetically  arranged,  and  addresses  of all  persons  who are
stockholders  of the  Corporation and the number of shares of stock held by them
respectively.  Transfer of shares of the stock of the Corporation  shall be made
only on the books of the Corporation by the holder of record thereof,  or by his
attorney  thereunto duly  authorized by a power of attorney  executed in writing
and  filed  with  the  Secretary,  upon  the  surrender  of the  certificate  or
certificates  for such  shares  properly  endorsed,  with such  evidence  of the
authenticity  of  such  transfer,   authorization   and  other  matters  as  the
Corporation  or its  agents  may  reasonably  require,  and  accompanied  by all
necessary federal and state stock transfer stamps.

3. Lost, Stolen or Destroyed Certificates.  A certificate for share of the stock
of the  Corporation may be issued in place of any  certificate  lost,  stolen or
destroyed, but only on delivery to the Corporation, if the Board of Directors so
requires,  of a bond of  indemnity,  in form  and  amount  and  with one or more
sureties  satisfactory to the Board, and of such evidence of such loss, theft or
destruction as the Board may require.


<PAGE>
                                       12


4. Regulations,  Transfer Agents and Registrars. The Board of Directors may make
such rules and regulations as it may deem expedient  concerning the issuance and
transfer  of  certificates  for shares of the stock of the  Corporation  and may
appoint transfer agents or registrars, or both, and may require all certificates
of stock to bear the  signature  of  either  or both.  Nothing  herein  shall be
construed to prohibit the  Corporation  from acting as its own transfer agent at
any of its offices.

5. Making of Record  Date.  In lieu of closing the stock  transfer  books of the
Corporation  in the manner  provided by law, the Board of  Directors  may fix in
advance  a date,  not more  than  sixty  (60)  days nor less  than ten (10) days
preceding the date of the meeting of  stockholders  and not more than sixty (60)
days  preceding  the date for the  payment of any  dividend,  or the date of the
allotment of rights,  or the date when any change or  conversion  or exchange of
capital stock shall go into effect,  or a date in connection  with obtaining the
vote of stockholders for any purpose,  as a record date for the determination of
the stockholders entitled to notice of, and to vote at, any such meeting and any
adjournment thereof, or entitled to receive payment of any such dividend,  or to
any such  allotment of rights,  or to exercise the rights in respect of any such
change,  conversion or exchange of capital  stock,  or to, so vote;  and in such
case such  stockholders  and only such  stockholders as shall be stockholders of
record on the date so fixed shall be entitled to such notice of, and to vote at,
such  meeting  and  any  adjournment  thereof,  or to  receive  payment  of such
dividend, or to receive such allotment of rights, or to exercise such rights, or
to so vote, as the case may be, notwithstanding any transfer of any stock on the
books of the Corporation after any such record date fixed as aforesaid.

6. Dividends and Reserves. Dividends shall be declared and paid at such times as
the Board of Directors may determine,  provided that no dividends  shall be paid
or declared  contrary to applicable  provisions of law or of the  Certificate of
Incorporation. The Board of Directors may from time to time set aside out of any
funds of the Corporation  available for dividends such sum or sums as the Board,
in its discretion,  may deem proper as a reserve fund for working capital, or to
meet  contingencies,  or  for  equalizing  dividends,  or  for  the  purpose  of
repairing,   maintaining   or  increasing   the  property  or  business  of  the
Corporation,  or for any other purpose that the Board may deem to be in the best
interests of the  Corporation.  The Board of Directors  may, in its  discretion,
modify or abolish any such reserve at any time.

7.  Record  Ownership.  The  Corporation  shall be  entitled  to  recognize  the
exclusive  right of a person  registered as such on the books of the Corporation
as the owner of the shares of the Corporation's stock to receive dividends,  and
to vote as such owner,  and shall not be bound to  recognize  any  equitable  or
other  claim to or  interest  in such  shares of the part of any  other  person,
whether or not the  Corporation  shall have  express  or other  notice  thereof,
except as otherwise provided by law.


<PAGE>
                                       13


VIII.

                        BOOKS, ACCOUNTS AND OTHER RECORDS

         Except as  otherwise  provided by law,  the books,  accounts  and other
records  of the  Corporation  shall be kept at such  place or places  (within or
without the State of  Delaware)  as the Board of  Directors  or the Chairman may
from time to time designate.

IX.

                                 CORPORATE SEAL

         The corporate seal of the Corporation  shall have inscribed thereon the
name of the Corporation,  the figures "1981" and the words "Corporate Seal", and
"Delaware."  In all cases in which the corporate  seal is duly  authorized to be
used,  it may be  used  by  causing  it or a  facsimile  of it to be  impressed,
affixed, reproduced, engraved or printed.

X.

                                   FISCAL YEAR

         The  fiscal  year of the  Corporation  shall  begin on the first day of
January and end on the last day of December in each year.

XI.

                INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES

                                AND OTHER AGENTS

1.  Directors  and  Executive  Officers.  The  Corporation  shall  indemnify its
directors and executive officers to the fullest extent permitted by the Delaware
General Corporation Law, as the same exists or may hereafter be amended (but, in
the case of  alleged  occurrences  of actions or  omissions  preceding  any such
amendment,  only to the extent that such  amendment  permits the  Corporation to
provide broader  indemnification  rights than said law permitted the Corporation
to provide prior to such amendment); provided, however, that the Corporation may
limit the  extent  of such  indemnification  by  individual  contracts  with its
Directors and executive officers;  and provided,  further,  that the Corporation
shall not be  required  to  indemnify  any  director  or  executive  officer  in
connection with any proceeding (or part thereof) initiated by such person or any
proceeding by such person against the  Corporation  or its directors,  officers,
employees or other agents unless (i) such  indemnification is expressly required
to be made by law, (ii) the  proceeding was authorized by the Board of Directors
of the Corporation or (iii) such indemnification is provided by the Corporation,
in its sole discretion,  pursuant to the powers vested in the Corporation  under
the Delaware General Corporation Law.

2. Other Officers,  Employees and Other Agents. The Corporation shall have power
to indemnify its other officers,  employees and other agents as set forth in the
Delaware General Corporation Law.


<PAGE>
                                       14


3.       Good Faith.

(a) For  purposes  of any  determination  under  this  Article,  a  Director  or
executive officer shall be deemed to have 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, to have had
no  reasonable  cause to believe that his or her conduct was  unlawful,  if such
action is based on the records or books of account of the Corporation or another
enterprise,  or on  information  supplied  to him or her by the  officers of the
Corporation  or  another  enterprise  in the course of their  duties,  or on the
advice  of  legal  counsel  for the  Corporation  or  another  enterprise  by an
independent  certified  public  accountant  or by an  appraiser  or other expert
selected with reasonable care by the Corporation or another enterprise.

(b) The termination of any proceeding by judgment, order, settlement, 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  proceeding,  that he or she had
reasonable cause to believe that his or her conduct was unlawful.

(c) The  provisions  of this Section 3 shall not be deemed to be exclusive or to
limit in any way the  circumstances  in which a person may be deemed to have met
the applicable standard of conduct set forth by the Delaware General Corporation
Law.

4. Expenses.  The Corporation  shall advance,  prior to the final disposition of
any proceeding,  promptly  following request therefor,  all expenses incurred by
any  Director or  executive  officer in  connection  with such  proceeding  upon
receipt of an  undertaking  by or on behalf of such person to repay said amounts
if it should be  determined  ultimately  that such person is not  entitled to be
indemnified under this Article or otherwise.

         Notwithstanding the foregoing,  unless otherwise determined pursuant to
Section 5 of this  Article,  no advance  shall be made by the  Corporation  if a
determination is reasonably and promptly made (1) by the Board of Directors by a
majority  vote of a quorum  consisting  of Directors who were not parties to the
proceeding,  or (2) if such quorum is not obtainable,  or, even if obtainable, a
quorum of disinterested  Directors so directs, by independent legal counsel in a
written  opinion,  that the facts known to the decision making party at the time
such determination is made demonstrate clearly and convincingly that such person
acted in bad faith or in a manner  that such  person did not believe to be in or
not opposed to the best interests of the corporation.

5. Enforcement.  Without the necessity of entering into an express contract, all
rights to indemnification  and advances under this Article shall be deemed to be
contractual rights and to be effective to the same extent and as if provided for
in a contract between the Corporation and the Director or executive  officer who
serves in such  capacity  at any time  while  this  Article  and other  relevant
provisions of the Delaware General  Corporation Law and other applicable law, if
any, are in effect.  Any right to  indemnification  or advances  granted by this
Article to a Director or executive  officer shall be enforceable by or on behalf
of the person holding such right in any court of competent  jurisdiction  if (i)
the claim for  indemnification  or advances is denied,  in whole or in part,  or

<PAGE>
                                       15


(ii) no  disposition  of such claim is made  within  ninety (90) days of request
therefor.  The claimant in such enforcement action, if successful in whole or in
part,  shall be entitled to be paid also the expense of  prosecuting  his or her
claim. It shall be a defense to any such action (other than an action brought to
enforce a claim for  expenses  incurred in  connection  with any  proceeding  in
advance of its final disposition when the required undertaking has been tendered
to the  corporation)  that the claimant  has,  not met the  standards of conduct
which make it permissible  under the Delaware  General  Corporation  Law for the
Corporation  to indemnify the claimant for the amount  claimed but the burden of
proving such  defense  shall be on the  corporation.  Neither the failure of the
Corporation (including its Board of Directors,  independent legal counsel or its
stockholders)  to have made a  determination  prior to the  commencement of such
action  that  indemnification  of the  claimant  is proper in the  circumstances
because he or she has met the  applicable  standard  of conduct set forth in the
Delaware General Corporation Law, nor an actual determination by the Corporation
(including   its  Board  of   Directors,   independent   legal  counsel  or  its
stockholders) that the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a  presumption  that claimant has not
met the applicable standard of conduct.

6. Non Exclusivity of Rights. The rights conferred on any person by this Article
shall  not be  exclusive  of any  other  right  which  such  person  may have or
hereafter   acquire  under  any  statute,   provision  of  the   Certificate  of
Incorporation,  By  Laws,  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  office.  The  Corporation  is
specifically  authorized to enter into  individual  contracts with any or all of
its directors,  officers,  employees or agents  respecting  indemnification  and
advances,  to the fullest extent permitted by the Delaware  General  Corporation
Law. 7. Survival of Rights.  The rights  conferred on any person by this Article
shall continue as to a person who has ceased to be a Director, officer, employee
or other agent of the  Corporation  and shall inure to the benefit of the heirs,
executors and administrators of such a person.

8.  Insurance.   To  the  fullest  extent  permitted  by  the  Delaware  General
Corporation Law, the Corporation,  upon approval by the board of directors,  may
purchase  insurance  on  behalf  of  any  person  required  or  permitted  to be
indemnified pursuant to this Article.

9.  Amendments.  Any  repeal  or  modification  of this  Article  shall  only be
prospective  and shall not affect the rights under this Article in effect at the
time of the  alleged  occurrence  of any action or  omission  to act that is the
cause of any proceeding against any agent of the Corporation.

10. Savings  Clause.  If this Article or any portion hereof shall be invalidated
on any ground by any court of competent jurisdiction, then the Corporation shall
nevertheless  indemnify  each Director and executive  officer to the full extent
permitted  by any  applicable  portion of this  Article that shall not have been
invalidated, or by any other applicable law.

11.  Certain  Definitions.  For the  purposes  of this  article,  the  following
definitions shall apply:


<PAGE>
                                       16


(a) The term "proceeding" shall be broadly construed and shall include,  without
limitation, the investigation,  preparation,  prosecution,  defense, settlement,
arbitration  and  appeal of, and the  giving of  testimony  in, any  threatened,
pending or  completed  action,  suit or  proceeding,  whether  civil,  criminal,
administrative or investigative.

(b) The term "expenses"  shall be broadly  construed and shall include,  without
limitation,  court costs,  attorneys' fees, witness fees, fines, amounts paid in
settlement  or judgment:  and any other costs and expenses of any nature or kind
incurred in connection with any proceeding.

(c) The term "the  Corporation"  shall  include,  will addition to the resulting
corporation,  any  constituent  corporation  (including  any  constituent  of  a
constituent)  absorbed  in a  consolidation  or merger  which,  if its  separate
existence  had  continued,  would have had power and  authority to indemnify its
directors,  officers, and 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 with respect to the resulting or surviving  corporation as he or
she would have with  respect to such  constituent  corporation  if its  separate
existence had continued.

(d)  References  to  a  "director",  officer",  "employee,  or  "agent"  of  the
Corporation shall include,  without limitation,  situations where such person is
serving at the  request of the  Corporation  as a director,  officer,  employee,
trustee or agent of another corporation,  partnership,  joint venture,  trust or
other enterprise.

(e)  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  services 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  he or she  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.

XII.

                                   AMENDMENTS

         The By Laws of the Corporation may be made,  altered or repealed at any
meeting of the stockholders by the affirmative vote of the holders of a majority
of the shares of stock issued and  outstanding,  and  entitled to vote  thereat,
provided that notice of the general nature of the proposed change in the By Laws
shall have been given the notice of such meeting of the stockholders.  The Board
of Directors  shall also have power to make,  alter or repeal the By Laws of the
Corporation  by an  affirmative  vote of a  majority  of the whole  Board at any
regular  meeting  or special  meeting  of the Board,  whether or not notice of a

<PAGE>
                                       17


proposed  change  in the By Laws  shall  have been  given in the  notice of such
meeting of the Board,  subject always to the power of the stockholders to adopt,
amend or repeal the By Laws.




<PAGE>
                                       18


                     SECRETARY'S CERTIFICATE OF ADOPTION OF

                       THE AMENDED AND RESTATED BY-LAWS OF

                             TEKNOWLEDGE CORPORATION


         I hereby certify:

         That I am the duly elected Secretary of Teknowledge Corporation, a 
Delaware corporation;

         That the foregoing  Amended and Restated By-Laws  comprising  seventeen
(17) pages,  constitute the Amended and Restated  By-Laws of said corporation as
duly adopted by the Board of Directors of the Corporation on January 26, 1999.

         IN WITNESS WHEREOF,  I have hereunder  subscribed my name this 26th day
of January, 1999.



                                               /s/ Dennis A. Bugbee             
                                               ---------------------------------
                                               Dennis A. Bugbee, Secretary