Exhibit 3.2  AMENDED AND RESTATED BYLAWS  OF  WARNER MUSIC GROUP CORP.A Delaware Corporation  ARTICLE I  Meetings of Stockholders  Section 1.  Annual
Meetings.  An annual meeting of the
stockholders shall be held each year within 150 days after the close of the
immediately preceding fiscal year of the Corporation for the purpose of
electing directors and conducting such other proper business as may come before
the meeting.  The date, time and place of
the annual meeting shall be determined by the Chief Executive Officer of the
Corporation; provided, however, that if the Chief Executive
Officer does not act, the board of directors shall determine the date, time and
place of such meeting.  Nominations of persons for election to the board of
directors and the proposal of business to be considered by the stockholders may
be made at an annual meeting of the stockholders (i) pursuant to the
Corporations notice of meeting delivered pursuant to Section 4 of Article I
of these bylaws, (ii) by or at the direction of the Chairman of the board
of directors or (iii) by any stockholder of the Corporation who is
entitled to vote at the meeting, who complied with the notice procedures set
forth in the succeeding paragraphs of this Section 1 and who was a
stockholder of record at the time such notice is delivered to the Secretary of
the Corporation; provided, however, that no stockholder shall be
required to comply with such notice procedures with respect to nominations made
or to be made in accordance with the provisions of the Stockholders Agreement
(as that term is defined in the certificate of incorporation of the
Corporation).  For nominations or other business to be properly
brought before an annual meeting by a stockholder pursuant to clause (iii) of
the preceding paragraph, the stockholder must have given timely notice thereof
in writing to the Secretary of the Corporation at the principal executive
offices of the Corporation not less than 90 days nor more than 120 days prior
to the first anniversary of the date on which the Corporation first mailed its
proxy materials for the preceding years annual meeting; provided, however,
that with respect to the first annual meeting following the adoption of these
bylaws or in the event that the date of the annual meeting is changed by more
than 30 days from the anniversary date of the previous years meeting, notice
by the stockholder to be timely must be so delivered not earlier than 120 days
prior to such annual meeting and not later than the close of business on the
later of the 90th day prior to such annual meeting or the tenth day
following the day on which public announcement of the date of such meeting is
first made.  Public announcement of an
adjournment of an annual meeting shall not commence a new time period for the
giving of a stockholders notice. 
Notwithstanding anything in this paragraph to the contrary, if the
number of directors to be elected to the board of directors of the Corporation
at an annual meeting is increased and there is


no public announcement by the Corporation naming all
of the nominees for director or specifying the size of the increased board of
directors at least 100 calendar days prior to the anniversary of the mailing of
proxy materials for the prior years annual meeting of stockholders, then a
stockholders notice required by this Section shall be considered timely,
but only with respect to nominees for any new positions created by such
increase, if it is received by the Secretary of the Corporation not later than
the close of business on the tenth calendar day following the day on which such
public announcement is first made by the Corporation.  Such stockholders notice also shall set forth (i) as
to each person whom the stockholder proposes to nominate for election or
re-election as a director all information relating to such person that is
required to be disclosed in solicitations of proxies for election of directors,
or is otherwise required, in each case pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended (the Exchange Act),
including such persons written consent to being named in the proxy statement
as a nominee and to serving as a director if elected, (ii) as to any other
business that the stockholder proposes to bring before the meeting, a brief
description of the business desired to be brought before the meeting, the text
of any resolutions proposed to be adopted at the meeting, the reasons for
conducting such business at the meeting and any material interest in such
business of such stockholder and the beneficial owner, if any, on whose behalf
the proposal is made, and (iii) as to the stockholder giving the notice
and the beneficial owner, if any, on whose behalf the nomination or proposal is
made, (x) the name and address of such stockholder, as they appear on the
Corporations books, and of such beneficial owner and (y) the class and number
of shares of the Corporation which are owned beneficially and of record by such
stockholder and such beneficial owner.  Only such persons who are nominated in accordance with
the procedures set forth in these bylaws (subject to the proviso in the second
paragraph of this Section 1 with respect to nominations made or to be made
in accordance with the provisions of the Stockholders Agreement) shall be
eligible for election to serve as directors and only such business shall be
conducted at a meeting of stockholders as shall have been brought before the
meeting in accordance with the procedures set forth in these bylaws.  Except as otherwise provided by law, the
certificate of incorporation of the Corporation or these bylaws, the chairman
of the meeting of stockholders shall have the power and duty to determine
whether a nomination or any business proposed to be brought before the meeting
was made or proposed, as the case maybe, in accordance with the procedures set
forth in these bylaws and, if any proposed nomination is not in compliance with
these bylaws, to declare that such defective proposal or nomination shall be
disregarded.  The chairman of the meeting
of stockholders shall, if the facts warrant, determine and declare to the
meeting that any nomination or business was not properly brought before the
meeting and in accordance with the provisions of these bylaws, and if he or she
should so determine, the chairman shall so declare to the meeting and any such
nomination or business not properly brought before the meeting shall not be
transacted.  Whenever used in the bylaws, public announcement
shall mean disclosure (i) in a press release released by the Corporation (provided
such press release is released by the Corporation following its customary
procedures, is reported by the Dow Jones News Service, Associated Press or
comparable national news service, or is generally available on internet news
sites) or (ii) in a document publicly filed by the Corporation with the
Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of
the Exchange Act.  2


Nothing in these bylaws shall be deemed to affect any
rights (i) of stockholders to request inclusion of proposals in the
Corporations proxy statement pursuant to Rule 14a-8 under the Exchange
Act, (ii) of certain stockholders to nominate any person for election as a
director as provided by the Stockholders Agreement, or (iii) of the
holders of any class or series of stock having a preference over the common
stock of the Corporation to elect directors under specified circumstances, if
any.  Section 2.  Special
Meetings.  Special meetings of
stockholders may only be called as provided in the certificate of incorporation
of the Corporation.  Section 3.  Place
of Meetings.  The Chief Executive
Officer may designate any place, either within or outside the State of
Delaware, as the place of meeting for any annual meeting or for any special
meeting.  If no designation is made, the
place of meeting shall be the principal executive office of the Corporation.  Section 4.  Notice.  Whenever stockholders are required or
permitted to take action at a meeting, written or printed notice stating the
place, date, time, and, in the case of special meetings, the purpose or
purposes, of such meeting, shall be given to each stockholder entitled to vote
at such meeting.  Unless otherwise
provided by law, the written notice of any meeting shall be given not less than
ten nor more than 60 days before the date of the meeting to each stockholder
entitled to vote at such meeting.  If
mailed, such notice shall be deemed to be given when deposited in the United
States mail, postage prepaid, directed to the stockholder at such stockholders
address as it appears in the records of the Corporation.  Section 5.  Stockholders
List.  The officer having charge of
the stock ledger of the Corporation shall make, at least ten days before every
meeting of the stockholders, a complete list of the stockholders entitled to
vote at such meeting arranged in alphabetical order, showing the address of
each stockholder and the number of shares registered in the name of each
stockholder.  Such list shall be open to the
examination of any stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting or, if not so
specified, at the place where the meeting is to be held.  The list shall also be produced and kept at
the time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present.  Section 6.  Quorum.  The holders of a majority of the outstanding
shares of capital stock entitled to vote on a matter at the meeting, present in
person or represented by proxy, shall constitute a quorum at all meetings of
the stockholders, except as otherwise provided by statute or by the certificate
of incorporation or these bylaws.  When a
quorum is once present to organize a meeting, the quorum is not broken by the
subsequent withdrawal of any stockholders. 
If a quorum is not present, the holders of a majority of the shares
present in person or represented by proxy at the meeting, and entitled to vote
at the meeting, may adjourn the meeting to another time and/or place in the
manner provided by Section 7 of this Article until a quorum shall be
so present or represented.  Section 7.  Adjourned Meetings.  Any meeting of stockholders, annual or
special, may be adjourned from time to time, to reconvene at some other
place.  When a meeting is  3


adjourned to another time
and place, notice need not be given of the adjourned meeting if the time and
place thereof are announced at the meeting at which the adjournment is
taken.  At the adjourned meeting the
Corporation may transact any business that might have been transacted at the
original meeting.  If the adjournment is
for more than 30 days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.  Section 8.  Vote
Required.  The directors shall be
elected by a plurality of the votes of the shares present in person or
represented by proxy at the meeting and entitled to vote in the election of
directors.  In all other matters, the
affirmative vote of the majority of shares present in person or represented by
proxy at the meeting and entitled to vote on the subject matter shall be the
act of the stockholders, unless the question is one upon which by express
provisions of an applicable law or of the certificate of incorporation or these
bylaws a different vote is required, in which case such express provision shall
govern and control the decision of such question.  Section 9.  Voting
Rights.  Except as otherwise provided
by the General Corporation Law of the State of Delaware as from time to time in
effect including any successor provisions of law (the DGCL) or by the
certificate of incorporation of the Corporation (including any certificate of
designation relating to any series of preferred stock of the Corporation) or
any amendments thereto and subject to Article VI hereof, every stockholder
shall at every meeting of the stockholders be entitled to one vote in person or
by proxy for each share of common stock held by such stockholder.  Section 10.  Proxies.  Each stockholder entitled to vote at a
meeting of stockholders or to express consent or dissent to corporate action in
writing without a meeting may authorize another person or persons to act for
him or her by proxy, but no such proxy shall be voted or acted upon after three
years from its date, unless the proxy expressly provides for a longer
period.  A duly executed proxy shall be
irrevocable if it states that it is irrevocable and if, and only as long as, it
is coupled with an interest sufficient in law to support an irrevocable power,
regardless of whether the interest with which it is coupled is an interest in
the stock itself or an interest in the Corporation generally.  A stockholder may revoke any proxy which is
not irrevocable by attending the meeting and voting in person or by filing an
instrument in writing revoking the proxy or another duly executed proxy bearing
a later date with the Secretary of the Corporation.  Section 11.  Action
by Written Consent.  At any time when
the certificate of incorporation of the Corporation permits action by
stockholders of the Corporation to be taken by written consent, the provisions
of this Section shall apply. 
Delivery of consents made to the Corporations registered office shall
be by hand or by certified or registered mail, return receipt requested.  All consents properly delivered in accordance
with the certificate of incorporation and this Section shall be deemed to
be recorded when so delivered.  No
written consent shall be effective to take the corporate action referred to
therein unless, within 60 days of the earliest dated consent delivered to the
Corporation as required by this Section, written consents signed by the holders
of a sufficient number of shares to take such corporate action are so
recorded.  Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing.  Any  4


action taken pursuant to
such written consent or consents of the stockholders shall have the same force
and effect as if taken by the stockholders at a meeting thereof.  Section 12.  Organization.  Meetings of the stockholders shall be
presided over by the Chairman of the board of directors, if any, or in the
absence of the Chairman of the board of directors, by the Vice Chairman of the
board of directors, if any, or in the absence of the Vice Chairman of the board
of directors by the Chief Executive Officer, or in the absence of the Chief
Executive Officer, by the President, or in the absence of the President by an
Executive Vice President, or in the absence of the foregoing persons by a
chairman designated by the board of directors, or in the absence of such
designation by a chairman chosen at the meeting.  The Secretary of the Corporation, or in the
absence of the Secretary, an Assistant Secretary of the Corporation shall act
as secretary of the meeting, but in the absence of the Secretary and any
Assistant Secretary, the chairman of the meeting may appoint any person to act
as the secretary of the meeting.  Section 13.  Inspectors of Election.  The Corporation shall, in advance of any
meeting of stockholders, appoint one or more inspectors of election, who may be
employees of the Corporation, to act at the meeting or any adjournment thereof
and to make a written report thereof. 
The Corporation may designate one or more persons as alternate
inspectors to replace any inspector who fails to act.  In the event that no inspector so appointed
or designated is able to act at a meeting of stockholders, the person presiding
at the meeting shall appoint one or more inspectors to act at the meeting.  Each inspector, before entering upon the
discharge of his or her duties, shall take and sign an oath to execute
faithfully the duties of inspector with strict impartiality and according to
the best of his or her ability.  The
inspector or inspectors so appointed or designated shall (i) ascertain the
number of shares of capital stock of the Corporation outstanding and the voting
power of each such share, (ii) determine the shares of capital stock of
the Corporation represented at the meeting and the validity of proxies and
ballots, (iii) count all votes and ballots, (iv) determine and retain
for a reasonable period a record of the disposition of any challenges made to
any determination by the inspectors, and (v) certify their determination
of the number of shares of capital stock of the Corporation represented at the
meeting and such inspectors count of all votes and ballots.  Such certification and report shall specify
such other information as may be required by law.  In determining the validity and counting of
proxies and ballots cast at any meeting of stockholders of the Corporation, the
inspectors may consider such information as is permitted by applicable
law.  No person who is a candidate for an
office at an election may serve as an inspector at such election.  ARTICLE II  Directors  Section 1.  Number,
Election and Term of Office.  The
number of directors shall be determined as provided in the certificate of
incorporation.  The directors shall be
elected at the annual meeting of the stockholders, except as provided in Section 3
of this Article II.  A director
shall hold office until his or her successor shall be elected and qualified or
until such directors earlier death, resignation, retirement or removal from
office.  5


Section 2.  Removal and Resignation.  Directors may only be removed as provided in
the certificate of incorporation of the Corporation.  Any director may resign at any time upon
written notice to the board of directors or to the Chief Executive Officer, the
President or the Secretary of the Corporation. 
Such resignation shall take effect at the time specified therein, and
unless otherwise specified therein no acceptance of such resignation shall be
necessary to make it effective.  The
acceptance of a resignation shall not be necessary to make it effective.  Section 3.  Vacancies.  Vacancies (including any vacancies that
result from an increase in the number of directors) may only be filled as
provided in the certificate of incorporation of the Corporation.  Each director so chosen shall hold office
until his or her successor shall be elected and qualified or until such
directors earlier death, resignation, retirement or removal from office.  Section 4.  Annual
Meetings.  The annual meeting of each
newly elected board of directors shall be held without other notice than this
bylaw immediately after, and at the same place as, the annual meeting of
stockholders.  Section 5.  Other
Meetings and Notice.  Regular
meetings, other than the annual meeting, of the board of directors may be held
without notice at such time and at such place within or outside the State of
Delaware as shall from time to time be determined by resolution of the board of
directors.  Special meetings of the board
of directors may be held at any time or place within or outside the State of
Delaware whenever called by or at the request of the Chairman of the Board, any
two directors, the Chief Executive Officer or the President on at least 24
hours notice to each director, either personally, by telephone, by mail, by
facsimile or e-mail.  Section 6.  Quorum, Required Vote and Adjournment.  At all meetings of the board of directors, a
majority of the total number of directors shall constitute a quorum for the
transaction of business.  The vote of a
majority of directors present at a meeting at which a quorum is present shall
be the act of the board of directors unless the certificate of incorporation or
these bylaws shall require a vote of a greater number.  If a quorum shall not be present at any
meeting of the board of directors, the directors present thereat may adjourn
the meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.  Section 7.  Committees.  Subject to the rules and regulations of
any stock exchange upon which the shares of the Corporation are listed, the
board of directors may, by resolution passed by a majority of the whole board,
designate one or more committees, each committee to consist of one or more of
the directors of the Corporation, which to the extent provided in such
resolution or these bylaws shall have and may exercise the powers of the board
of directors in the management of the business and affairs of the Corporation
and may authorize the seal of the Corporation to be affixed to all papers which
may require it, but no such committee shall have the power or authority in
reference to the following matters: (i) approving or adopting, or
recommending to the stockholders, any action or matter expressly required by
law to be submitted to stockholders for approval or (ii) adopting,
amending or repealing any bylaw of the Corporation.  The board of directors may designate one or
more directors as  6


alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee.  Such committee or
committees shall have such name or names as may be determined from time to time
by resolution adopted by the board of directors.  Each committee shall keep regular minutes of
its meetings and report the same to the board of directors when required.  Notwithstanding the foregoing in this
Section, the board of directors then in office shall exercise the foregoing
powers with respect to committees subject to, and in accordance with, the terms
of the Stockholders Agreement.  Section 8.  Committee Rules.  Each committee of the board of directors may
adopt, amend and repeal rules for the conduct of its business and shall
hold its meetings as provided by such rules, except as may otherwise be
provided by a resolution of the board of directors designating such committee
and subject to the rules and regulations of any stock exchange upon which
the shares of the Corporation are listed. 
In the event that a member and that members alternate, if alternates
are designated by the board of directors as provided in Section 7 of this Article III,
of such committee is or are absent or disqualified, 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
member of the board of directors to act at the meeting in place of any such
absent or disqualified member.  In the
absence of a provision by the board of directors or a provision in the rules of
such committee to the contrary, a majority of the entire authorized number of
members of such committee shall constitute a quorum for the transaction of
business, the vote of a majority of the members present at a meeting at the
time of such vote if a quorum is then present shall be the act of such
committee and in other respects each committee shall conduct its business in
the same manner as the board of directors conducts its business pursuant to
this Article.  Section 9.  Communications Equipment.  Unless otherwise restricted by the
certificate of incorporation or these bylaws, members of the board of directors
or any committee thereof may participate in and act at any meeting of such
board or committee through the use of a conference telephone or other
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in the meeting pursuant to this Section shall
constitute presence in person at the meeting.  Section 10.  Waiver of Notice.  Whenever notice is required to be given by
law or under any provision of the certificate of incorporation or these bylaws,
a written waiver thereof, signed by the person entitled to notice, whether
before or after the time stated therein, shall be deemed equivalent to
notice.  Any member of the board of
directors or any committee thereof who is present at a meeting shall be
conclusively presumed to have waived notice of such meeting except when such
member attends for the express purpose of objecting at the beginning of the
meeting to the transaction of any business because the meeting is not lawfully
called or convened.  Section 11.  Action by Written Consent.  Unless otherwise restricted by the
certificate of incorporation or these bylaws, any action required or permitted
to be taken at any meeting of the board of directors, or of any committee
thereof, may be taken without a meeting if all members of the board of
directors or such committee, as the case may be, consent thereto in writing or
by electronic transmission, and the writing or writings or electronic
transmission or transmissions are filed with the minutes of proceedings of the
board of directors or such  7


committee.  Such filing shall be in paper form if the
minutes are maintained in paper form and shall be in electronic form if the
minutes are maintained in electronic form.  Section 12.  Organization.  Meetings of the board of directors shall be
presided over by the Chairman of the board of directors, if any, or in the
absence of the Chairman by the Vice Chairman of the board of directors, if any,
or in the absence of the Vice Chairman by the Chief Executive Officer, or in
the absence of the foregoing persons by a chairman chosen at the meeting.  The Secretary of the Corporation, or in the
absence of the Secretary, an Assistant Secretary of the Corporation shall act
as secretary of the meeting, but in the absence of the Secretary and any Assistant
Secretary, the chairman of the meeting may appoint any person to act as the
secretary of the meeting.  Section 13.  Compensation.  Unless otherwise restricted by the
certificate of incorporation or these bylaws, the board of directors shall have
the authority to fix the compensation of directors.  Section 14.  Reliance Upon Books and Records.  A member of the board of directors, or a
member of any committee designated by the board of directors shall, in the
performance of his or her duties, be fully protected in relying in good faith
upon the records of the Corporation and upon such information, opinions,
reports or statements presented to the Corporation by any of the Corporations
officers, employees, agents, committees, or by any other person as to matters
the member reasonably believes are within such other persons or persons
professional or expert competence, and who has been selected with reasonable
care by or on behalf of the Corporation.  ARTICLE III  Officers  Section 1.  Number.  The officers of the Corporation shall be
elected by the board of directors and may consist of a Chief Executive Officer,
a President, a Chief Financial Officer, one or more Executive Vice Presidents,
one or more Senior Vice Presidents, one or more Vice Presidents, a Secretary,
any number of Assistant Secretaries and such other officers and assistant
officers as may be deemed necessary or desirable by the board of
directors.  Any number of offices may be
held by the same person unless the certificate of incorporation or these bylaws
otherwise provide.  In its discretion,
the board of directors may choose not to fill any office for any period as it
may deem advisable.  The board of
directors may also elect from among its members a Chairman of the board of
directors.  Section 2.  Election
and Term of Office.  The officers of
the Corporation shall be elected annually by the board of directors at its
first meeting held after each annual meeting of stockholders or as soon
thereafter as conveniently may be.  New
offices may be created and filled at any meeting of the board of
directors.  Unless otherwise provided in
the resolution of the board of directors electing any officer, each officer
shall hold office until a successor is duly elected and qualified or until his
or her earlier death, resignation or removal as hereinafter provided.  8


Section 3.  Removal;
Resignation.  Any officer elected by
the board of directors may be removed by the board of directors with or without
cause whenever in its judgment the best interests of the Corporation would be
served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed, but the election of an officer shall
not of itself create contractual rights. 
Any officer may resign at any time upon written notice to the board of
directors or to the Chief Executive Officer, the President or the Secretary of
the Corporation.  Such resignation shall
take effect at the time specified therein, and unless otherwise specified
therein no acceptance of such resignation shall be necessary to make it
effective.  Section 4.  Vacancies.  Any vacancy occurring in any office of the
Corporation because of death, resignation, removal, disqualification or
otherwise, may be filled for the unexpired portion of the term by the board of
directors then in office at any annual, regular or special meeting.  Section 5.  Compensation.  Compensation of all officers shall be fixed
by the board of directors, and no officer shall be prevented from receiving
such compensation by virtue of his or her also being a director of the
Corporation.  Section 6.  Chairman of the Board.  The Chairman of the board of directors, if
any, shall preside at all meetings of the board of directors and of the
stockholders at which he or she shall be present and shall have and may
exercise such powers as may, from time to time, be assigned to him or her by
the board or as may be provided by law.  Section 7.  Chief Executive Officer.  The Chief Executive Officer of the
Corporation shall, subject to the provisions of these bylaws and the control of
the board of directors, have general and active management, direction, and
supervision over the business of the Corporation and over its officers.  He or she shall perform all duties incident
to the office of chief executive and such other duties as from time to time may
be assigned to him or her by the board of directors or as may be provided in
these bylaws.  The Chief Executive
Officer shall execute bonds, mortgages and other contracts requiring a seal,
under the seal of the Corporation, except where required or permitted by law to
be otherwise signed and executed and except where the signing and execution
thereof shall be expressly delegated by the board of directors to some other
officer or agent of the Corporation.  The
Chief Executive Officer shall report directly to the board of directors and
shall have the right to delegate any of his or her powers to any other officer
or employee and the authority to appoint Vice Presidents of the Corporation.  Section 8.  President.  The President, subject to the powers of the
board of directors, shall have general charge of the business, affairs and
property of the Corporation, and control over its officers, agents and
employees; and shall see that all orders and resolutions of the board of
directors are carried into effect.  In
the case where the President is not also the Chief Executive Officer, the
President shall report to the Chief Executive Officer and shall have such
duties and responsibilities as shall be determined by the board of
directors.  The President shall execute
bonds, mortgages and other contracts requiring a seal, under the seal of the
Corporation, except where required or permitted by law to be otherwise signed
and executed and except where the signing and execution thereof shall be
expressly delegated by the board of directors to some other officer or agent of
the Corporation.  The President shall
have such other powers and  9


perform such other duties
as may be prescribed by the board of directors or as may be provided in these
bylaws.  At the request of the Chief
Executive Officer or in the absence of the Chief Executive Officer or in the
event of the Chief Executive Officers inability or refusal to act, the
President shall perform the duties of Chief Executive Officer, and when so
acting, shall have the powers of and be subject to the restrictions placed upon
the Chief Executive Officer in respect of the performance of such duties.  Section 9.  Chief Financial Officer.  The Chief Financial Officer shall be
responsible for the financial affairs of the Corporation and shall be the chief
accounting officer for public securities purposes.  If the Chief Financial Officer is not also
the treasurer of the Corporation, he or she shall be responsible for the
supervision of the treasurer.  He or she
shall perform all duties incident to the office of Chief Financial Officer, and
such other duties as may from time to time be assigned to him or her by the
board of directors or as may be provided in these bylaws.  Section 10.  Executive Vice Presidents.  Each Executive Vice President shall perform
all such duties as from time to time may be assigned to him or her by the board
of directors, the President or the Chief Executive Officer.  At the request of the President or in the
absence of the President or in the event of the Presidents inability or
refusal to act, the Executive Vice President, or if there shall be more than
one, the Executive Vice Presidents in the order determined by the board of
directors (or if there be no such determination, then the Executive Vice
Presidents in the order of their appointment), shall perform the duties of the
President, and when so acting, shall have the powers of and be subject to the
restrictions placed upon the President in respect of the performance of such
duties.  Section 11.  Senior Vice Presidents.  Each Senior Vice President shall perform all
such duties as from time to time may be assigned to him or her by the board of
directors, the President or the Chief Executive Officer.  There shall be no duties that are incident to
the office of the Senior Vice President, other than those that are specifically
assigned by the board of directors, the President or the Chief Executive
Officer.  Section 12.  Vice Presidents.  Each Vice President shall perform all such
duties as from time to time may be assigned to him or her by the board of
directors, the President or the Chief Executive Officer.  There shall be no duties that are incident to
the office of Vice President, other than those that are specifically assigned
by the board of directors, the President or the Chief Executive Officer.  Section 13.  The
Treasurer.  The Treasurer shall have
charge of and be responsible for all funds, securities, receipts and
disbursements of the Corporation and shall deposit or cause to be deposited, in
the name of the Corporation, all moneys or other valuable effects in such
banks, trust companies or other depositories as shall, from time to time, be
selected by or under authority of the board of directors.  If required by the board of directors, the
Treasurer shall give a bond for the faithful discharge of his or her duties,
with such surety or sureties as the board of directors may determine.  The Treasurer shall keep or cause to be kept
full and accurate records of all receipts and disbursements in books of the
Corporation, shall render to the President, the Chief Executive Officer and to
the board of directors, whenever requested, an account of the financial
condition of the Corporation, and, in general, shall perform  10


all the duties incident
to the office of the treasurer of a corporation and such other duties as may,
from time to time, be assigned to him or her by the board of directors, the
President or the Chief Executive Officer or as may be provided by law.  Section 14.  The Secretary and Assistant Secretaries.  The Secretary shall attend all meetings of
the board of directors, all meetings of the committees thereof and all meetings
of the stockholders and record all the proceedings of the meetings in a book or
books to be kept for that purpose.  Under
the supervision of the Chief Executive Officer and the President, the Secretary
shall give, or cause to be given, all notices required to be given by these
bylaws or by law; shall have such powers and perform such duties as the board
of directors, the Chief Executive Officer, the President or these bylaws may,
from time to time, prescribe; and shall have custody of the corporate seal of
the Corporation.  The Secretary, or an
Assistant Secretary, shall have authority to affix the corporate seal to any
instrument requiring it and when so affixed, it may be attested by his or her
signature or by the signature of such Assistant Secretary.  The board of directors may give general
authority to any other officer to affix the seal of the Corporation and to
attest the affixing by his or her signature. 
The Assistant Secretary, or if there be more than one, the assistant
secretaries in the order determined by the board of directors, shall, in the
absence or disability of the Secretary, perform the duties and exercise the
powers of the Secretary and shall perform such other duties and have such other
powers as the board of directors, the President or the Chief Executive Officer
may, from time to time, prescribe.  Section 15.  Other
Officers, Assistant Officers and Agents. 
Officers and assistant officers, other than those whose duties are
provided for in these bylaws, shall have such authority and perform such duties
as may from time to time be prescribed by resolution of the board of directors
which is not inconsistent with these bylaws.  Section 16.  Absence
or Disability of Officers.  In the
case of the absence or disability of any officer of the Corporation and of any
person hereby authorized to act in such officers place during such officers
absence or disability, the board of directors may by resolution delegate the
powers and duties of such officer to any other officer or to any director, or
to any other person whom it may select.  ARTICLE IV  Certificates of Stock  Section 1.  Form.  Every holder of stock in the Corporation
shall be entitled to have a certificate, signed by, or in the name of the Corporation
by the Chief Executive Officer, the President, or a Vice President and the
Secretary or any Assistant Secretary of the Corporation, certifying the number
of shares owned by such holder in the Corporation.  If such a certificate is manually signed by
one officer or manually countersigned (i) by a transfer agent or an
assistant transfer agent other than the Corporation or its employee or (ii) by
a registrar, other than the Corporation or its employee, any other signatures
on the certificate may be facsimiles.  In
case any officer or officers or transfer agent or registrar who have signed, or
whose facsimile signature or signatures have been used on, any such certificate
or certificates shall cease to be such officer or officers of the Corporation or
such transfer agent or registrar whether because of death, resignation or
otherwise before such certificate or certificates have been issued and  11


delivered by the
Corporation, such certificate or certificates may nevertheless be issued and
delivered as though the person or persons who signed such certificate or
certificates or whose facsimile signature or signatures have been used thereon
had not ceased to be such officer or officers of the Corporation or such
transfer agent or registrar.  All
certificates for shares shall be consecutively numbered or otherwise
identified.  The name of the person to
whom the shares represented thereby are issued, with the number of shares and
date of issue, shall be entered on the books of the Corporation.  Shares of stock of the Corporation shall only
be transferred on the books of the Corporation by the holder of record thereof
or by such holders attorney duly authorized in writing, upon surrender to the
Corporation of the certificate or certificates for such shares endorsed by the
appropriate person or persons, with such evidence of the authenticity of such
endorsement, transfer, authorization, and other matters as the Corporation may
reasonably require, and accompanied by all necessary stock transfer
stamps.  In that event, it shall be the
duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate or certificates, and record the transaction
on its books.  The board of directors may
appoint a bank or trust company organized under the laws of the United States
or any state thereof to act as its transfer agent or registrar, or both in
connection with the transfer of any class or series of securities of the
Corporation.  Section 2.  Lost
Certificates.  The board of directors
may direct a new certificate or certificates to be issued in place of any
certificate or certificates previously issued by the Corporation alleged to
have been lost, stolen, or destroyed, upon the making of an affidavit of that
fact by the person claiming the certificate of stock to be lost, stolen, or
destroyed.  When authorizing such issue
of a new certificate or certificates, the board of directors may, in its discretion
and as a condition precedent to the issuance thereof, require the owner of such
lost, stolen, or destroyed certificate or certificates, or his or her legal
representative, to give the Corporation a bond sufficient to indemnify the
Corporation against any claim that may be made against the Corporation on
account of the loss, theft or destruction of any such certificate or the
issuance of such new certificate.  Section 3.  Fixing
a Record Date for Stockholder Meetings. 
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,
the board of directors may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted by
the board of directors, and which record date shall not be more than 60 nor
less than ten days before the date of such meeting.  If no record date is fixed by the board of
directors, the record date for determining stockholders entitled to notice of
or to vote at a meeting of stockholders shall be the close of business on the
next day preceding the day on which notice is given, or if notice is waived, at
the close of business on the day next preceding the day on which the meeting is
held.  A determination of stockholders of
record entitled to notice of or to vote at a meeting of stockholders shall
apply to any adjournment of the meeting; provided, however, that
the board of directors may fix a new record date for the adjourned meeting.  Section 4.  Fixing
a Record Date for Action by Written Consent.  At any time when the certificate of
incorporation of the Corporation permits action by stockholders of the
Corporation to be taken by written consent, the provisions of this Section shall
apply.  In order that the Corporation may
determine the stockholders entitled to consent to corporate action in writing
without a meeting, the board of directors may fix a record date, which record
date shall not precede the date upon which the resolution fixing the record
date is adopted by the board of directors, and which date shall  12


not be more than ten days
after the date upon which the resolution fixing the record date is adopted by
the board of directors.  If no record
date has been fixed by the board of directors, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting, when no prior action by the board of directors is required by statute,
shall be the first date on which a signed written consent setting forth the
action taken or proposed to be taken is delivered to the Corporation by
delivery to its registered office in the State of Delaware, its principal place
of business, or an officer or agent of the Corporation having custody of the
book in which proceedings of meetings of stockholders are recorded.  If no record date has been fixed by the board
of directors and prior action by the board of directors is required by statute,
the record date for determining stockholders entitled to consent to corporate
action in writing without a meeting shall be at the close of business on the
day on which the board of directors adopts the resolution taking such prior
action.  Section 5.  Dividends. Subject to the provisions
of the certificate of incorporation of the Corporation, the board of directors
may at any regular or special meeting, declare dividends upon the stock of the
Corporation either (i) out of its surplus, as defined in and computed in
accordance with Sections 154 and 244 of the DGCL or (ii) in case there
shall be no such surplus, out of its net profits for the fiscal year in which
the dividend is declared and/or the preceding fiscal year.  Section 6.  Fixing
a Record Date for Dividend or Other Purposes.  In order that the Corporation may determine
the stockholders entitled to receive payment of any dividend or other
distribution or allotment or any rights or the stockholders entitled to
exercise any rights in respect of any change, conversion or exchange of stock,
or for the purposes of any other lawful action, the board of directors may fix
a record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted, and which record date shall be
not more than 60 days prior to such action. 
If no record date is fixed, the record date for determining stockholders
for any such purpose shall be at the close of business on the day on which the
board of directors adopts the resolution relating thereto.  Section 7.  Registered
Stockholders.  Prior to the surrender
to the Corporation of the certificate or certificates for a share or shares of
stock with a request to record the transfer of such share or shares, the
Corporation may treat the registered owner as the person entitled to receive
dividends, to vote, to receive notifications, and otherwise to exercise all the
rights and powers of an owner.  ARTICLE V  Indemnification  The Corporation shall indemnify the Indemnitees (as
that term is defined in the certificate of incorporation of the Corporation) as
specified in the Corporations certificate of incorporation.  13


ARTICLE VI  General Provisions  Section 1.  Fiscal
Year.  The fiscal year of the
Corporation shall be fixed by resolution of the board of directors.  Section 2.  Corporate
Seal.  The board of directors may
provide a corporate seal which shall be in such form as may be approved from
time to time by the board of directors of a circle and shall have inscribed
thereon the name of the Corporation and the words Corporate Seal, Delaware.  The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.  Section 3.  Section Headings.  Section headings in these bylaws are for
convenience of reference only and shall not be given any substantive effect in
limiting or otherwise construing any provision herein.  Section 4.  Inconsistent
Provisions.  In the event that any
provision of these bylaws is or becomes inconsistent with any provision of the
certificate of incorporation, the DGCL or any other applicable law, the
provision of these bylaws shall not be given any effect to the extent of such
inconsistency but shall otherwise be given full force and effect.  ARTICLE VII  Amendments  These bylaws may
be amended or repealed and new bylaws adopted by the board of directors.  The fact that the power to adopt, amend or
repeal the bylaws has been conferred upon the board of directors shall not
divest the stockholders of the same powers.  14