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                                                                     EXHIBIT 3.2


                                     FORM OF
                AMENDED AND RESTATED BYLAWS OF KOMAG INCORPORATED

      These Amended and Restated Bylaws of Komag, Incorporated are entered into
pursuant to the First Amended Plan of Reorganization of the corporation dated
November 7, 2001, which Plan of Reorganization has been confirmed by the United
States Bankruptcy Court for the Northern District of California and has become
effective in accordance with its terms.

                         ARTICLE I - CORPORATE OFFICES

      1.1 REGISTERED OFFICE.

      The registered office of Komag, Incorporated shall be fixed in the
corporation's certificate of incorporation, as the same may be amended from time
to time.

      1.2 OTHER OFFICES.

      The corporation's Board of Directors (the "Board") may at any time
establish other offices at any place or places where the corporation is
qualified to do business.

                     ARTICLE II - MEETINGS OF STOCKHOLDERS

      2.1 PLACE OF MEETINGS.

      Meetings of stockholders shall be held at any place, within or outside the
State of Delaware, designated by the Board. The Board may, in its sole
discretion, determine that a meeting of stockholders shall not be held at any
place, but may instead be held solely by means of remote communication as
authorized by Section 211(a)(2) of the Delaware General Corporation Law (the
"DGCL"). In the absence of any such designation or determination, stockholders'
meetings shall be held at the corporation's principal executive office.

      2.2 ANNUAL MEETING.

      The annual meeting of stockholders shall be held each year. The Board
shall designate the date and time of the annual meeting. In the absence of such
designation the annual meeting of stockholders shall be held on or prior to
10:00 a.m. on the last day in May, if not a legal holiday. However, if such day
falls on a legal holiday, then the meeting shall be held at the same time and
place on the next succeeding business day. At the annual meeting, directors
shall be elected and any other proper business may be transacted.

      2.3 SPECIAL MEETING.

      A special meeting of the stockholders may be called at any time by the
Board, chairperson of the Board, chief executive officer or president (in the
absence of a chief executive officer) or by one or more stockholders holding
shares in the aggregate entitled to cast not less than 10% of the votes at that
meeting.


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      If any person(s) other than the Board calls a special meeting, the request
shall:

            (i) be in writing;

            (ii) specify the time of such meeting and the general nature of the
business proposed to be transacted; and

            (iii) be delivered personally or sent by registered mail or by
facsimile transmission to the chairperson of the Board, the chief executive
officer, the president (in the absence of a chief executive officer) or the
secretary of the corporation.

      The officer(s) receiving the request shall cause notice to be promptly
given to the stockholders entitled to vote at such meeting, in accordance with
the provisions of Sections 2.4 and 2.5 of these bylaws, that a meeting will be
held at the time requested by the person or persons calling the meeting. No
business may be transacted at such special meeting other than the business
specified in such notice to stockholders. Nothing contained in this paragraph of
this Section 2.3 shall be construed as limiting, fixing, or affecting the time
when a meeting of stockholders called by action of the Board may be held.

      2.4 NOTICE OF STOCKHOLDERS' MEETINGS.

      All notices of meetings of stockholders shall be sent or otherwise given
in accordance with either Section 2.5 or Section 8.1 of these bylaws not less
than 10 nor more than 60 days before the date of the meeting to each stockholder
entitled to vote at such meeting. The notice shall specify the place, if any,
date and hour of the meeting, the means of remote communication, if any, by
which stockholders and proxy holders may be deemed to be present in person and
vote at such meeting, and, in the case of a special meeting, the purpose or
purposes for which the meeting is called.

      2.5 MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE.

      Notice of any meeting of stockholders shall be given:

            (i) if mailed, when deposited in the United States mail, postage
prepaid, directed to the stockholder at his or her address as it appears on the
corporation's records; or

            (ii) if electronically transmitted as provided in Section 8.1 of
these bylaws.

      An affidavit of the secretary or an assistant secretary of the corporation
or of the transfer agent or any other agent of the corporation that the notice
has been given by mail or by a form of electronic transmission, as applicable,
shall, in the absence of fraud, be prima facie evidence of the facts stated
therein.

      2.6 QUORUM.

      The holders of a majority of the stock issued and outstanding and entitled
to vote, present in person or represented by proxy, shall constitute a quorum
for the transaction of business at all meetings of the stockholders. If,
however, such quorum is not present or represented at any meeting of the
stockholders, then either (i) the chairperson of the meeting, or (ii) the
stockholders entitled to vote at the meeting, present in person or represented
by proxy, shall have power to adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum is present or
represented. At such adjourned meeting at which a quorum is present or
represented, any business may be transacted that might have been transacted at
the meeting as originally noticed.


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      2.7 ADJOURNED MEETING; NOTICE.

      When a meeting is adjourned to another time or place, unless these bylaws
otherwise require, notice need not be given of the adjourned meeting if the
time, place if any thereof, and the means of remote communications if any by
which stockholders and proxy holders may be deemed to be present in person and
vote at such adjourned meeting are announced at the meeting at which the
adjournment is taken. At the continuation of the adjourned meeting, the
corporation may transact any business which 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.

      2.8 CONDUCT OF BUSINESS.

      The chairperson of any meeting of stockholders shall determine the order
of business and the procedure at the meeting, including such regulation of the
manner of voting and the conduct of business.

      2.9 VOTING.

      The stockholders entitled to vote at any meeting of stockholders shall be
determined in accordance with the provisions of Section 2.11 of these bylaws,
subject to Section 217 (relating to voting rights of fiduciaries, pledgors and
joint owners of stock) and Section 218 (relating to voting trusts and other
voting agreements) of the DGCL.

      Except as may be otherwise provided in the certificate of incorporation or
these bylaws, each stockholder shall be entitled to one vote for each share of
capital stock held by such stockholder.

      2.10 STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING.

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

      Prompt notice of the taking of the corporate action without a meeting by
less than unanimous written consent shall be given to those stockholders who
have not consented in writing and who, if the action had been taken at a
meeting, would have been entitled to notice of the meeting if the record date
for such meeting had been the date that written consents signed by a sufficient
number of holders to take the action were delivered to the corporation as
provided in Section 228 of the DGCL. In the event that the action which is
consented to is such as would have required the filing of a certificate under
any provision of the DGCL, if such action had been voted on by stockholders at a
meeting thereof, the certificate filed under such provision shall state, in lieu
of any statement required by such provision concerning any vote of stockholders,
that written consent has been given in accordance with Section 228 of the DGCL.

      2.11 RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS.

      In order that the corporation may determine the stockholders entitled to
notice of or to vote at any meeting of stockholders or any adjournment thereof,
or entitled to receive payment of any dividend or other distribution or


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allotment of any rights, or entitled to exercise any rights in respect of any
change, conversion or exchange of stock or for the purpose of any other lawful
action, the Board may fix, in advance, a record date, which record date shall
not precede the date on which the resolution fixing the record date is adopted
and which shall not be more than 60 nor less than 10 days before the date of
such meeting, nor more than 60 days prior to any other such action.

      If the Board does not so fix a record date:

            (i) The record date for determining stockholders entitled to notice
of or to vote at a meeting of stockholders shall be at the close of business on
the day next 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.

            (ii) The record date for determining stockholders entitled to
express consent to corporate action in writing without a meeting, when no prior
action by the Board is necessary, shall be the day on which the first written
consent is expressed.

            (iii) The record date for determining stockholders for any other
purpose shall be at the close of business on the day on which the Board adopts
the resolution relating thereto.

      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 may fix a new record date for the adjourned
meeting.

      2.12 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 such stockholder by proxy
authorized by an instrument in writing or by a transmission permitted by law
filed in accordance with the procedure established for the meeting, but no such
proxy shall be voted or acted upon after three years from its date, unless the
proxy provides for a longer period. The revocability of a proxy that states on
its face that it is irrevocable shall be governed by the provisions of Section
212 of the DGCL.

      2.13 LIST OF STOCKHOLDERS ENTITLED TO VOTE.

      The officer who has charge of the stock ledger of the corporation shall
prepare and make, at least 10 days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. The corporation shall not
be required to include electronic mail addresses or other electronic contact
information on such list. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting for a period of at least 10
days prior to the meeting: (i) on a reasonably accessible electronic network,
provided that the information required to gain access to such list is provided
with the notice of the meeting, or (ii) during ordinary business hours, at the
corporation's principal executive office. In the event that the corporation
determines to make the list available on an electronic network, the corporation
may take reasonable steps to ensure that such information is available only to
stockholders of the corporation. If the meeting is to be held at a place, then
the list shall 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.
If the meeting is to be held solely by means of remote communication, then the
list shall also be open to the examination of any stockholder during the whole
time of the meeting on a reasonably accessible electronic network, and the
information required


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to access such list shall be provided with the notice of the meeting. Such list
shall presumptively determine the identity of the stockholders entitled to vote
at the meeting and the number of shares held by each of them.

      2.14 REVOCATION OF CONSENT.

      Any stockholder giving a written consent, or the stockholder's
proxyholders, or a transferee of the shares or a personal representative of the
stockholder or their respective proxyholders, may revoke the consent by a
writing received by the corporation prior to the time that written consents of
the number of shares required to authorize the proposed action have been filed
with the secretary of the corporation, but may not do so thereafter. Such
revocation is effective upon its receipt by the Secretary of the corporation.

                            ARTICLE III - DIRECTORS

      3.1 POWERS.

      Subject to the provisions of the DGCL and any limitations in the
certificate of incorporation or these bylaws relating to action required to be
approved by the stockholders or by the outstanding shares, the business and
affairs of the corporation shall be managed and all corporate powers shall be
exercised by or under the direction of the Board.

      3.2 NUMBER OF DIRECTORS.

      The authorized number of directors shall not be less than four (4) no more
than ten (10), the exact number of which shall be fixed within the limits herein
specified by approval of the Board of Directors or by approval of stockholders,
in the manner provided in these bylaws. No reduction of the authorized number of
directors shall have the effect of removing any director before that director's
term of office expires.

      3.3 ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS.

      Except as provided in Section 3.4 of these bylaws, directors shall be
elected at each annual meeting of stockholders to hold office until the next
annual meeting. Directors need not be stockholders unless so required by the
certificate of incorporation or these bylaws. The certificate of incorporation
or these bylaws may prescribe other qualifications for directors. Each director,
including a director elected to fill a vacancy, shall hold office until such
director's successor is elected and qualified or until such director's earlier
death, resignation or removal.

      All elections of directors shall be by written ballot, unless otherwise
provided in the certificate of incorporation; if authorized by the Board, such
requirement of a written ballot shall be satisfied by a ballot submitted by
electronic transmission, provided that any such electronic transmission must be
either set forth or be submitted with information from which it can be
determined that the electronic transmission authorized by the stockholder or
proxy holder.

      3.4 RESIGNATION AND VACANCIES.

      Any director may resign at any time upon notice given in writing or by
electronic transmission to the corporation. When one or more directors so
resigns and the resignation is effective at a future date, a majority of the
directors then in office, including those who have so resigned, shall have power
to fill such vacancy or vacancies, the vote thereon to take effect when such
resignation or resignations shall become effective, and each


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director so chosen shall hold office as provided in this section in the filling
of other vacancies. The Board may declare vacant the office of a director who
has been declared of unsound mind by an order of court or is convicted of a
felony.

      Unless otherwise provided in the certificate of incorporation or these
bylaws:

            (i) Vacancies and newly created directorships resulting from any
increase in the authorized number of directors elected by all of the
stockholders having the right to vote as a single class may be filled by a
majority of the directors then in office, although less than a quorum, or by a
sole remaining director.

            (ii) Whenever the holders of any class or classes of stock or series
thereof are entitled to elect one or more directors by the provisions of the
certificate of incorporation, vacancies and newly created directorships of such
class or classes or series may be filled by a majority of the directors elected
by such class or classes or series thereof then in office, or by a sole
remaining director so elected.

      If at any time, by reason of death or resignation or other cause, the
corporation should have no directors in office, then any officer or any
stockholder or an executor, administrator, trustee or guardian of a stockholder,
or other fiduciary entrusted with like responsibility for the person or estate
of a stockholder, may call a special meeting of stockholders in accordance with
the provisions of the certificate of incorporation or these bylaws, or may apply
to the Court of Chancery for a decree summarily ordering an election as provided
in Section 211 of the DGCL.

      If, at the time of filling any vacancy or any newly created directorship,
the directors then in office constitute less than a majority of the whole Board
(as constituted immediately prior to any such increase), then the Court of
Chancery may, upon application of any stockholder or stockholders holding at
least 10% of the total number of the shares at the time outstanding having the
right to vote for such directors, summarily order an election to be held to fill
any such vacancies or newly created directorships, or to replace the directors
chosen by the directors then in office as aforesaid, which election shall be
governed by the provisions of Section 211 of the DGCL as far as applicable.

      3.5 PLACE OF MEETINGS; MEETINGS BY TELEPHONE; BUSINESS OF MEETINGS.

      The Board may hold meetings, both regular and special, either within or
outside the State of Delaware.

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

      Except as otherwise expressly provided in these Bylaws, any and all
business may be transacted at any meeting of the Board of Directors; provided,
that if so stated in the notice of meeting, the business transacted at a special
meeting shall be limited to the purpose or purposes specified in the notice.

      3.6 REGULAR MEETINGS; SPECIAL MEETINGS.

      Regular meetings of the Board may be held at such time and at such place
as shall from time to time be determined by the Board.


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      Special meetings of the Board for any purpose or purposes may be called at
any time by the chairperson of the Board, the chief executive office, the
president, any two directors, or, if less than two, the remaining director.

      3.7 NOTICE OF MEETINGS; WAIVER OF NOTICE.

      No notice need be given of any organization or regular meeting of the
Board for which the date, hour and place have been fixed by the Board. Notice of
the date, hour and place of all other organization and regular meetings, and of
all special meetings, shall be given to each director personally, by telephone
or telegraph or by mail. If by mail, the notice shall be deposited in the United
States mail, postage prepaid, directed to the director at his residence or usual
place of business as the same appear on the books of the corporation not later
than 2 days before the meeting. If given by telegraph, the notice shall be
directed to the director at his residence or usual place of business as the same
appear on the books of the corporation not later than at any time during the day
before the meeting. If given personally or by telephone, the notice shall be
given not later than the day before the meeting. If the address of a director is
not shown on the records and is not readily ascertainable, notice shall be
addressed to him at the city or place in which the meetings of the directors are
regularly held.

      Anything herein to the contrary notwithstanding, notice of any meeting of
the Board need not be given to any director who shall have waived in writing
notice of the meeting, either before or after the meeting, or who shall attend
such meeting, unless he 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.

      3.8 QUORUM.

      At all meetings of the Board, a majority of the authorized number of
directors shall constitute a quorum for the transaction of business. The vote of
a majority of the directors present at any meeting at which a quorum is present
shall be the act of the Board, except as may be otherwise specifically provided
by statute, the certificate of incorporation or these bylaws. If a quorum is not
present at any meeting of the Board, then the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum is present.

      A meeting at which a quorum is initially present may continue to transact
business notwithstanding the withdrawal of directors, if any action taken is
approved by at least a majority of the required quorum for that meeting.

      3.9 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING.

      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, or of any committee thereof, may be taken without a meeting if all
members of the Board or committee, as the case may be, consent thereto in
writing or by electronic transmission and the writing or writings or electronic
transmission or transmissions are filed with the minutes of proceedings of the
Board or 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.

      3.10 FEES AND COMPENSATION OF DIRECTORS.

      The Directors shall be paid their expenses, if any, for attendance at each
meeting of the Board and any committee thereof. Directors who are not in the
regular employment of the corporation shall be paid an annual


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retainer and a per meeting fee according to rates established by the Board from
time to time. Nothing herein contained shall be construed to preclude any
director from serving the corporation in any other capacity and receiving
compensation therefor.

      3.11 REMOVAL OF DIRECTORS.

      Unless otherwise restricted by statute, the certificate of incorporation
or these bylaws, any director or the entire Board may be removed, with or
without cause, by the holders of a majority of the shares then entitled to vote
at an election of directors, subject to the following:

                        (1) No director may be removed (unless the entire Board
is removed) when the votes cast against removal, or not consenting in writing to
such removal, would be sufficient to elect such director if voted cumulatively
at an election at which the same total number of votes were cast (or, if such
action is taken by written consent, all shares entitled to vote were voted) and
the entire number of directors authorized at the time of the director's most
recent election were then being elected; and

                        (2) When by the provisions of the Certificate of
Incorporation the holders of the shares of any class or series, voting as a
class or series, are entitled to elect one or more directors, any director so
elected may be removed only by the applicable vote of the holders of the shares
of that class or series.

      No reduction of the authorized number of directors shall have the effect
of removing any director prior to the expiration of such director's term of
office.

                            ARTICLE IV - COMMITTEES

      4.1 EXECUTIVE COMMITTEE.

      By resolution adopted by an affirmative vote of the majority of the whole
Board, the Board may appoint an executive committee consisting of three or more
other directors and, if deemed desirable, one or more directors as alternate
members who may replace any absentee or disqualified member at any meeting of
the executive committee. If so appointed, the executive committee shall, when
the Board is not in session, have and may exercise all the powers and authority
of the Board in the management of the business and affairs of the corporation
not reserved to the Board by the DGCL, including, but not limited to, the power
and authority to declare a dividend, to authorize the issuance of stock, to
adopt a certificate of ownership and merger under Section 253 of the DGCL. The
executive committee shall keep a record of its acts and proceedings and shall
report the same from time to time to the Board.

      4.2 OTHER COMMITTEES.

      By resolution adopted by an affirmative vote of the majority of the whole
Board, the Board may from time to time appoint such other committees of the
Board, consisting of one or more directors and, if deemed desirable, one or more
directors who shall act as alternate members and who may replace any absentee or
disqualified member at any meeting of the committee, and may delegate to each
such committee any of the powers and authority of the Board in the management of
the business and affairs of the corporation not reserved to the Board. Each such
committee shall keep a record of its acts and proceedings and shall report the
same from time to time to the Board. No committee, including the executive
committee, shall have the power or authority to (i) approve or adopt, or
recommend to shareholders, any action or matter expressly required by the DGCL
to be submitted to stockholders for approval or (ii) adopt, amend or repeal any
bylaw of the corporation.


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      4.3 ELECTION OF COMMITTEE MEMBERS; VACANCIES.

      So far as practicable, members of the committees of the Board and their
alternates (if any) shall be appointed at each organization meeting of the Board
and, unless sooner discharged by an affirmative vote of a majority of the Board
members present at any meeting at which a quorum is present. Committee members
shall hold office until the next organization meeting of the Board and until
their respective successors are appointed. Vacancies in committees of the Board
created by death, resignation or removal may only be filled by an affirmative
vote of a majority of the Board members present at any meeting at which a quorum
is present.

      4.4 MEETINGS.

      Each committee of the Board may provide for regular meetings of such
committee. Special meetings of each committee may be called by any two members
of the committee (or, if there is only one member, by that member in concert
with the President) or by the President of the corporation. The provisions of
Section 3 regarding the business, time and place, notice and waivers of notice
of meetings, attendance at meetings and action without a meeting shall apply to
each committee of the Board, except that the references in such provisions to
the directors and the Board shall be deemed respectively to be references to the
members of the committee and to the committee. Each committee shall keep regular
minutes of its proceedings and report the same to the Board when required.

      4.5 QUORUM AND MANNER OF ACTING.

      The majority of the members of any committee of the Board shall constitute
a quorum for the transaction of business at meetings of the committee, and the
act of a majority of the members present at any meeting at which a quorum is
present shall be the act of the committee. A majority of the members present at
any meeting, regardless of whether or not they constitute a quorum, may adjourn
the meeting at another time or place. Any business which might have been
transacted at the original meeting may be transacted at any adjourned meeting at
which a quorum is present.

                              ARTICLE V - OFFICERS

      5.1 OFFICERS.

      The officers of the corporation shall be a president and a secretary. The
corporation may also have, at the discretion of the Board, a chairperson of the
Board, a vice chairperson of the Board, a chief executive officer, a chief
financial officer or treasurer, one or more vice presidents, one or more
assistant vice presidents, one or more assistant treasurers, one or more
assistant secretaries, and any such other officers as may be appointed in
accordance with the provisions of these bylaws. Any number of offices may be
held by the same person.

      The Board may also appoint, or provide for the appointment of, such other
officers and agents as may from time to time appear necessary or advisable in
the conduct of the affairs of the corporation. Any number of offices may be held
by the same person. Any Vice President, Assistant Financial Officer or Assistant
Secretary, respectively, may exercise any of the powers of the President, the
Chief Financial Officer, or the Secretary, respectively, as directed by the
Board and shall perform such other duties as are imposed upon such officer by
the bylaws or the Board.


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      5.2 APPOINTMENT OF OFFICERS.

      The Board shall appoint the officers of the corporation, except such
officers as may be appointed in accordance with the provisions of Sections 5.3
and 5.5 of these bylaws, subject to the rights, if any, of an officer under any
contract of employment.

      5.3 SUBORDINATE OFFICERS.

      The Board may appoint, or empower the chief executive officer or, in the
absence of a chief executive officer, the president, to appoint, such other
officers and agents as the business of the corporation may require. Each of such
officers and agents shall hold office for such period, have such authority, and
perform such duties as are provided in these bylaws or as the Board may from
time to time determine.

      5.4 REMOVAL AND RESIGNATION OF OFFICERS.

      Subject to the rights, if any, of an officer under any contract of
employment, any officer may be removed, either with or without cause, by an
affirmative vote of the majority of the Board at any regular or special meeting
of the Board or, except in the case of an officer chosen by the Board, by any
officer upon whom such power of removal may be conferred by the Board.

      Any officer may resign at any time by giving written notice to the
corporation. Any resignation shall take effect at the date of the receipt of
that notice or at any later time specified in that notice. Unless otherwise
specified in the notice of resignation, the acceptance of the resignation shall
not be necessary to make it effective. Any resignation is without prejudice to
the rights, if any, of the corporation under any contract to which the officer
is a party.

      5.5 VACANCIES IN OFFICES.

      Any vacancy occurring in any office of the corporation shall be filled by
the Board or as provided in Section 5.2.

      5.6 CHAIRPERSON OF THE BOARD.

      The chairperson of the Board, if such an officer be elected, shall, if
present, preside at meetings of the Board and exercise and perform such other
powers and duties as may from time to time be assigned to him by the Board or as
may be prescribed by these bylaws. If there is no chief executive officer or
president, then the chairperson of the Board shall also be the chief executive
officer of the corporation and shall have the powers and duties prescribed in
Section 5.7 of these bylaws.

      5.7 CHIEF EXECUTIVE OFFICER.

      Subject to such supervisory powers, if any, as the Board may give to the
chairperson of the Board, the chief executive officer, if any, shall, subject to
the control of the Board, have general supervision, direction, and control of
the business and affairs of the corporation and shall report directly to the
Board. All other officers, officials, employees and agents shall report directly
or indirectly to the chief executive officer. The chief executive officer shall
see that all orders and resolutions of the Board are carried into effect. The
chief executive officer shall serve as chairperson of and preside at all
meetings of the stockholders. In the absence of a chairperson of the Board, the
chief executive officer shall preside at all meetings of the Board.


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      5.8 PRESIDENT; PRESIDENT PRO TEM.

      In the absence or disability of the chief executive officer, the president
shall perform all the duties of the chief executive officer. When acting as the
chief executive officer, the president shall have all the powers of, and be
subject to all the restrictions upon, the chief executive officer. The president
shall have such other powers and perform such other duties as from time to time
may be prescribed for him by the Board, these bylaws, the chief executive
officer or the chairperson of the Board.

      If neither the Chairman of the Board, the President, nor any Vice
President is present at any meeting of the Board, a President pro tem may be
chosen to preside and act at such meeting. If neither the President nor any Vice
President is present at any meeting of the stockholders, a President pro tem may
be chosen to preside at such meeting.

      5.9 VICE PRESIDENTS.

      In the absence or disability of the president, the vice presidents, if
any, in order of their rank as fixed by the Board or, if not ranked, a vice
president designated by the Board, shall perform all the duties of the
president. When acting as the president, the appropriate vice president shall
have all the powers of, and be subject to all the restrictions upon, the
president. The vice presidents shall have such other powers and perform such
other duties as from time to time may be prescribed for them respectively by the
Board, these bylaws, the chairperson of the Board, the chief executive officer
or, in the absence of a chief executive officer, the president.

      5.10 SECRETARY.

      The secretary shall keep or cause to be kept, at the principal executive
office of the corporation or such other place as the Board may direct, a book of
minutes of all meetings and actions of directors, committees of directors, and
stockholders. The minutes shall show

            (i) the time and place of each meeting;

            (ii) whether regular or special (and, if special, how authorized and
the notice given);

            (iii) the names of those present at directors' meetings or committee
meetings;

            (iv) the number of shares present or represented at stockholders'
meetings;

            (v) and the proceedings thereof.

      The secretary shall keep, or cause to be kept, at the principal executive
office of the corporation or at the office of the corporation's transfer agent
or registrar, as determined by resolution of the Board, a share register, or a
duplicate share register showing;

            (i) the names of all stockholders and their addresses;

            (ii) the number and classes of shares held by each;

            (iii) the number and date of certificates evidencing such shares;
and

            (iv) the number and date of cancellation of every certificate
surrendered for cancellation.


                                                                          - 11 -
<PAGE>

      The secretary shall keep a supply of certificates for shares of the
Corporation, to fill in all certificates issued, and to make a proper record of
each such issuance; provided, that so long as the Corporation shall have one or
more duly appointed and acting transfer agents of the shares, or any class or
series of shares, of the Corporation, such duties with respect to such shares
shall be performed by such transfer agent or transfer agents.

      The secretary shall transfer upon the share books of the Corporation any
and all shares of the Corporation; provided, that so long as the Corporation
shall have one or more duly appointed and acting transfer agents of the shares,
or any class or series of shares, of the Corporation, such duties with respect
to such shares shall be performed by such transfer agent or transfer agents, and
the method of transfer of each certificate shall be subject to the reasonable
regulations of the transfer agent to which the certificate is presented for
transfer, and also, if the Corporation then has one or more duly appointed and
acting registrars, to the reasonable regulations of the registrar to which the
new certificate is presented for registration; and provided, further, that no
certificate for shares of stock shall be issued or delivered or, if issued or
delivered, shall have any validity whatsoever until and unless it has been
signed or authenticated in the manner provided in Section 7.3 hereof.

      The secretary shall give, or cause to be given, notice of all meetings of
the stockholders and of the Board required to be given by law or by these
bylaws. The secretary shall keep the seal of the corporation, if one be adopted,
in safe custody and shall have such other powers and perform such other duties
as may be prescribed by the Board or by these bylaws.

      5.11 CHIEF FINANCIAL OFFICER.

      The chief financial officer shall keep and maintain, or cause to be kept
and maintained, adequate and correct books and records of accounts of the
properties and business transactions of the corporation, including accounts of
its assets, liabilities, receipts, disbursements, gains, losses, capital
retained earnings, and shares. The books of account shall at all reasonable
times be open to inspection by any director.

      The chief financial officer shall deposit all moneys and other valuables
in the name and to the credit of the corporation with such depositories as the
Board may designate. The chief financial officer shall disburse the funds of the
corporation as may be ordered by the Board, shall render to the chief executive
officer or, in the absence of a chief executive officer, the president and
directors, whenever they request it, an account of all his or her transactions
as chief financial officer and of the financial condition of the corporation,
and shall have other powers and perform such other duties as may be prescribed
by the Board or these bylaws.

      In the event there is no treasurer appointed by the Board, the chief
financial officer shall be the treasurer of the corporation.

      5.12 REPRESENTATION OF SHARES OF OTHER CORPORATIONS.

      The chairperson of the Board, the president, any vice president, the
treasurer, the secretary or assistant secretary of this corporation, or any
other person authorized by the Board or the president or a vice president, is
authorized to vote, represent, and exercise on behalf of this corporation all
rights incident to any and all shares of any other corporation or corporations
standing in the name of this corporation. The authority granted herein may be
exercised either by such person directly or by any other person authorized to do
so by proxy or power of attorney duly executed by such person having the
authority.


                                                                          - 12 -
<PAGE>

      5.13 AUTHORITY AND DUTIES OF OFFICERS.

      In addition to the foregoing authority and duties, all officers of the
corporation shall respectively have such authority and perform such duties in
the management of the business of the corporation as may be designated from time
to time by the Board or the stockholders.

      5.14 TERM OF OFFICE AND VACANCY.

      So far as practicable, the elected officers shall be elected at each
organization meeting of the Board, and shall hold office until the next
organization meeting of the Board and until their respective successors are
elected and qualified. If a vacancy shall occur in any elected office, the Board
may elect a successor for the remainder of the term. Appointed officers shall
hold office at the pleasure of the Board. Any officer may resign by written
notice to the corporation.

      5.15 REMOVAL OF ELECTED OFFICERS.

      Subject to the rights, if any, of an officer under any contract of
employment, elected officers may be removed at any time, either for or without
cause, by the affirmative vote of a majority of the whole Board at a regular
meeting or a special meeting called for that purpose.

                        ARTICLE VI - RECORDS AND REPORTS

      6.1 MAINTENANCE AND INSPECTION OF RECORDS.

      The corporation shall, either at its principal executive office or at such
place or places as designated by the Board, keep a record of its stockholders
listing their names and addresses and the number and class of shares held by
each stockholder, a copy of these bylaws as amended to date, accounting books,
and other records.

      Any stockholder of record, in person or by attorney or other agent, shall,
upon written demand under oath stating the purpose thereof, have the right
during the usual hours for business to inspect for any proper purpose the
corporation's stock ledger, a list of its stockholders, and its other books and
records and to make copies or extracts therefrom. A proper purpose shall mean a
purpose reasonably related to such person's interest as a stockholder. In every
instance where an attorney or other agent is the person who seeks the right to
inspection, the demand under oath shall be accompanied by a power of attorney or
such other writing that authorizes the attorney or other agent so to act on
behalf of the stockholder. The demand under oath shall be directed to the
corporation at its registered office in Delaware or at its principal executive
office.

      6.2 INSPECTION BY DIRECTORS.

      Any director shall have the right to examine the corporation's stock
ledger, a list of its stockholders, and its other books and records for a
purpose reasonably related to his or her position as a director. The Court of
Chancery is hereby vested with the exclusive jurisdiction to determine whether a
director is entitled to the inspection sought. The Court may summarily order the
corporation to permit the director to inspect any and all books and records, the
stock ledger, and the stock list and to make copies or extracts therefrom. The
Court may, in its discretion, prescribe any limitations or conditions with
reference to the inspection, or award such other and further relief as the Court
may deem just and proper.


                                                                          - 13 -
<PAGE>

                         ARTICLE VII - GENERAL MATTERS

      7.1 CHECKS.

      From time to time, the Board shall determine by resolution which person or
persons may sign or endorse all checks, drafts, other orders for payment of
money, notes or other evidences of indebtedness that are issued in the name of
or payable to the corporation, and only the persons so authorized shall sign or
endorse those instruments.

      7.2 EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS.

      The Board, except as otherwise provided in these bylaws, may authorize any
officer or officers, or agent or agents, to enter into any contract or execute
any instrument in the name of and on behalf of the corporation; such authority
may be general or confined to specific instances. Unless so authorized or
ratified by the Board or within the agency power of an officer, no officer,
agent or employee shall have any power or authority to bind the corporation by
any contract or engagement or to pledge its credit or to render it liable for
any purpose or for any amount.

      7.3 STOCK CERTIFICATES; PARTLY PAID SHARES.

      The shares of the corporation shall be represented by certificates,
provided that the Board may provide by resolution or resolutions that some or
all of any or all classes or series of its stock shall be uncertificated shares.
Any such resolution shall not apply to shares represented by a certificate until
such certificate is surrendered to the corporation. Notwithstanding the adoption
of such a resolution by the Board, every holder of stock represented by
certificates and upon request every holder of uncertificated shares shall be
entitled to have a certificate signed by, or in the name of the corporation by
the chairperson or vice-chairperson of the Board, or the president or
vice-president, and by the treasurer or an assistant treasurer, or the secretary
or an assistant secretary of such corporation representing the number of shares
registered in certificate form. Any or all of the signatures on the certificate
may be a facsimile. In case any officer, transfer agent or registrar who has
signed or whose facsimile signature has been placed upon a certificate has
ceased to be such officer, transfer agent or registrar before such certificate
is issued, it may be issued by the corporation with the same effect as if he
were such officer, transfer agent or registrar at the date of issue.

      The corporation may issue the whole or any part of its shares as partly
paid and subject to call for the remainder of the consideration to be paid
therefor. Upon the face or back of each stock certificate issued to represent
any such partly paid shares, upon the books and records of the corporation in
the case of uncertificated partly paid shares, the total amount of the
consideration to be paid therefor and the amount paid thereon shall be stated.
Upon the declaration of any dividend on fully paid shares, the corporation shall
declare a dividend upon partly paid shares of the same class, but only upon the
basis of the percentage of the consideration actually paid thereon.

      7.4 SPECIAL DESIGNATION ON CERTIFICATES.

      If the corporation is authorized to issue more than one class of stock or
more than one series of any class, then the powers, the designations, the
preferences, and the relative, participating, optional or other special rights
of each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate that the corporation shall
issue to represent such class or series of stock; provided, however, that,
except as otherwise provided in Section 202 of


                                                                          - 14 -
<PAGE>

the DGCL, in lieu of the foregoing requirements there may be set forth on the
face or back of the certificate that the corporation shall issue to represent
such class or series of stock a statement that the corporation will furnish
without charge to each stockholder who so requests the powers, the designations,
the preferences, and the relative, participating, optional or other special
rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights.

      7.5 LOST CERTIFICATES.

      In case any certificate for shares of the corporation shall be lost,
stolen or destroyed, the Board, in its discretion, or any transfer agent
thereunto duly authorized by the Board, may authorize the issue of a substitute
certificate in place of the certificate so lost, stolen or destroyed, and may
cause such substitute certificate to be countersigned by the appropriate
registrar (if any) and registered by the appropriate registrar (if any);
provided that, in each such case, the applicant for a substitute certificate
shall furnish to the corporation and to such of its transfer agents and
registrars as may require the same, evidence to their satisfaction, in their
discretion, of the loss, theft or destruction of such certificate and the
ownership thereof, and also such security or indemnity as may by them be
required. The Board may adopt such other provisions and restrictions with
reference to lost certificates, not inconsistent with applicable law, as it
shall in its discretion deem appropriate.

      7.6 CONSTRUCTION; DEFINITIONS.

      Unless the context requires otherwise, the general provisions, rules of
construction, and definitions in the DGCL shall govern the construction of these
bylaws. Without limiting the generality of this provision, the singular number
includes the plural, the plural number includes the singular, and the term
"person" includes both a corporation and a natural person.

      7.7 DIVIDENDS.

      The Board, subject to any restrictions contained in either (i) the DGCL,
or (ii) the certificate of incorporation, may declare and pay dividends upon the
shares of its capital stock. Dividends may be paid in cash, in property, or in
shares of the corporation's capital stock.

      The Board may set apart out of any of the funds of the corporation
available for dividends a reserve or reserves for any proper purpose and may
abolish any such reserve. Such purposes shall include but not be limited to
equalizing dividends, repairing or maintaining any property of the corporation,
and meeting contingencies.

      7.8 FISCAL YEAR.

      The fiscal year of the corporation shall be fixed by resolution of the
Board and may be changed by the Board.

      7.9 SEAL.

      The corporation may adopt a corporate seal, which shall be adopted and
which may be altered by the Board. The corporation may use the corporate seal by
causing it or a facsimile thereof to be impressed or affixed or in any other
manner reproduced.


                                                                          - 15 -
<PAGE>

      7.10 TRANSFER OF STOCK.

      Upon surrender to the corporation or the transfer agent of the corporation
of a certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignation or authority to transfer, it shall be the duty of the
corporation to issue a new certificate to the person entitled thereto, cancel
the old certificate, and record the transaction in its books.

      7.11 STOCK TRANSFER AGREEMENTS.

      The corporation shall have power to enter into and perform any agreement
with any number of stockholders of any one or more classes of stock of the
corporation to restrict the transfer of shares of stock of the corporation of
any one or more classes owned by such stockholders in any manner not prohibited
by the DGCL.

      7.12 REGISTERED STOCKHOLDERS.

      The corporation:

            (i) shall be entitled to recognize the exclusive right of a person
registered on its books as the owner of shares to receive dividends and to vote
as such owner;

            (ii) shall be entitled to hold liable for calls and assessments the
person registered on its books as the owner of shares; and

            (iii) shall not be bound to recognize any equitable or other claim
to or interest in such share or shares on the part of another person, whether or
not it shall have express or other notice thereof, except as otherwise provided
by the laws of Delaware.

      7.13 WAIVER OF NOTICE.

      Whenever notice is required to be given under any provision of the DGCL,
the certificate of incorporation or these bylaws, a written waiver, signed by
the person entitled to notice, or a waiver by electronic transmission by the
person entitled to notice, whether before or after the time of the event for
which notice is to be given, shall be deemed equivalent to notice. Attendance of
a person at a meeting shall constitute a waiver of notice of such meeting,
except when the person attends a meeting 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. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the
stockholders need be specified in any written waiver of notice or any waiver by
electronic transmission unless so required by the certificate of incorporation
or these bylaws.

      7.14 TRANSFER AGENTS AND REGISTRARS.

      The Board may, in its discretion, appoint one or more responsible banks or
trust companies as the Board may deem advisable, from time to time, to act as
transfer agents and registrars of shares of the corporation; and, when such
appointments shall have been made, no certificate for shares of the corporation
shall be valid until countersigned by one of such transfer agents and registered
by one of such registrars.


                                                                          - 16 -
<PAGE>

      7.15 STOCKHOLDERS' ADDRESSES.

      Every stockholder or transferee shall furnish the Secretary or a transfer
agent with the address to which notice of meetings and all other notices may be
served upon or mailed to said stockholder or transferee, and in default thereof,
said stockholder or transferee shall not be entitled to service or mailing of
any such notice.

      7.16 SHARES HELD BY THE CORPORATION.

      Shares in other corporations standing in the name of this corporation may
be voted or represented and all rights incident thereto may be exercised on
behalf of this corporation by the President or by any other officer of this
corporation authorized to do so by resolution of the Board of Directors.

                ARTICLE VIII - NOTICE BY ELECTRONIC TRANSMISSION

      8.1 NOTICE BY ELECTRONIC TRANSMISSION.

      Without limiting the manner by which notice otherwise may be given
effectively to stockholders pursuant to the DGCL, the certificate of
incorporation or these bylaws, any notice to stockholders given by the
corporation under any provision of the DGCL, the certificate of incorporation or
these bylaws shall be effective if given by a form of electronic transmission
consented to by the stockholder to whom the notice is given. Any such consent
shall be revocable by the stockholder by written notice to the corporation. Any
such consent shall be deemed revoked if:

            (i) the corporation is unable to deliver by electronic transmission
two consecutive notices given by the corporation in accordance with such
consent; and

            (ii) such inability becomes known to the secretary or an assistant
secretary of the corporation or to the transfer agent, or other person
responsible for the giving of notice.

However, the inadvertent failure to treat such inability as a revocation shall
not invalidate any meeting or other action.


                                                                          - 17 -
<PAGE>

      Any notice given pursuant to the preceding paragraph shall be deemed
given:

            (i)   if by facsimile telecommunication, when directed to a number
                  at which the stockholder has consented to receive notice;

            (ii)  if by electronic mail, when directed to an electronic mail
                  address at which the stockholder has consented to receive
                  notice;

            (iii) if by a posting on an electronic network together with
                  separate notice to the stockholder of such specific posting,
                  upon the later of (A) such posting and (B) the giving of such
                  separate notice; and

            (iv)  if by any other form of electronic transmission, when directed
                  to the stockholder.

      An affidavit of the secretary or an assistant secretary or of the transfer
agent or other agent of the corporation that the notice has been given by a form
of electronic transmission shall, in the absence of fraud, be prima facie
evidence of the facts stated therein.

      8.2 DEFINITION OF ELECTRONIC TRANSMISSION.

      An "electronic transmission" means any form of communication, not directly
involving the physical transmission of paper, that creates a record that may be
retained, retrieved, and reviewed by a recipient thereof, and that may be
directly reproduced in paper form by such a recipient through an automated
process.

      8.3 INAPPLICABILITY.

      Notice by a form of electronic transmission shall not apply to Sections
164, 296, 311, 312 or 324 of the DGCL.

                          ARTICLE IX - INDEMNIFICATION

      9.1 INDEMNIFICATION OF DIRECTORS AND OFFICERS

      The corporation shall indemnify and hold harmless, to the fullest extent
permitted by General Corporation Law of Delaware as it presently exists or may
hereafter be amended, any director or officer of the corporation who was or is
made or is threatened to be made a party or is otherwise involved in any action,
suit or proceeding, whether civil, criminal, administrative or investigative (a
"Proceeding") by reason of the fact that he or she, or a person for whom he or
she is the legal representative, is or was a director, officer, employee or
agent of the corporation or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust, enterprise or non-profit entity, including
service with respect to employee benefit plans, against all liability and loss
suffered and expenses reasonably incurred by such person in connection with any
such action, suit, or proceeding. The corporation shall be required to indemnify
a person in connection with a proceeding initiated by such person only if the
proceeding was authorized by the Board of Directors of the corporation.


                                                                          - 18 -
<PAGE>

      9.2 INDEMNIFICATION OF OTHERS

      The corporation shall have the power to indemnify and hold harmless, to
the extent permitted by applicable law as it presently exists or may hereafter
be amended, any employee or agent of the corporation who was or is made or is
threatened to be made a party or is otherwise involved in any action, suit or
proceeding by reason of the fact that he or she, or a person for whom he or she
is the legal representative, is or was an employee or agent of the corporation
or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation or of a partnership, joint venture,
trust, enterprise or non-profit entity, including service with respect to
employee benefit plans, against all liability and loss suffered and expenses
reasonably incurred by such person in connection with any such action, suit, or
proceeding.

      9.3 PREPAYMENT OF EXPENSES

      The corporation shall pay the expenses incurred by any officer or director
of the corporation, and may pay the expenses incurred by any employee or agent
of the corporation, in defending any proceeding in advance of its final
disposition; provided, however, that the payment of expenses incurred by a
person in advance of the final disposition of the proceeding shall be made only
upon receipt of an undertaking by the person to repay all amounts advanced if it
should be ultimately determined that the person is not entitled to be
indemnified under this Article 9 or otherwise.

      9.4 DETERMINATION; CLAIM

      If a claim for indemnification or payment of expenses under this Article 9
is not paid in full within sixty days after a written claim therefor has been
received by the corporation the claimant may file suit to recover the unpaid
amount of such claim and, if successful in whole or in part, shall be entitled
to be paid the expense of prosecuting such claim. In any such action the
corporation shall have the burden of proving that the claimant was not entitled
to the requested indemnification or payment of expenses under applicable law.

      9.5 NON-EXCLUSIVITY OF RIGHTS

      The rights conferred on any person by this Article 9 shall not be
exclusive of any other rights which such person may have or hereafter acquire
under any statute, provision of the certificate of incorporation, these bylaws,
agreement, vote of stockholders or disinterested directors or otherwise.

      9.6 INSURANCE

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

      9.7 OTHER INDEMNIFICATION

      The corporation's obligation, if any, to indemnify any person who was or
is serving at its request as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, enterprise or non-profit entity
shall be reduced by any amount such person may collect as indemnification from
such other corporation, partnership, joint venture, trust, enterprise or
non-profit enterprise.


                                                                          - 19 -
<PAGE>

      9.8 AMENDMENT OR REPEAL

      Any repeal or modification of the foregoing provisions of this Article 9
shall not adversely affect any right or protection hereunder of any person in
respect of any act or omission occurring prior to the time of such repeal or
modification.

                             ARTICLE X - AMENDMENTS

      These bylaws may be adopted, amended or repealed by the stockholders
entitled to vote. However, the corporation may, in its certificate of
incorporation, confer the power to adopt, amend or repeal bylaws upon the
directors. The fact that such power has been so conferred upon the directors
shall not divest the stockholders of the power, nor limit their power to adopt,
amend or repeal bylaws.


                                                                          - 20 -