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                                                                     EXHIBIT 3.2


                              AMENDED AND RESTATED

                                    BYLAWS OF

                          DIGITAL MICROWAVE CORPORATION

                    (Amended and Restated as of May 9, 2000)

                                   ARTICLE I

                                    OFFICES


     Section 1. The registered office shall be in the City of Wilmington, County
of New Castle, State of Delaware.

     Section 2. The corporation may also have offices at such other places both
within and without the State of Delaware as the Board of Directors may from time
to time determine or the business of the corporation may require.

                                   ARTICLE II

                                  STOCKHOLDERS

     Section 1. All meetings of the stockholders for the election of directors
shall be held in the City of San Jose, State of California, at such place as may
be fixed from time to time by the Board of Directors, or at such other place
either within or without the State of Delaware as shall be designated from time
to time by the Board of Directors and stated in the notice of the meeting.
Meetings of stockholders for any other purpose may be held at such time and
place, within or without the State of Delaware, as shall be stated in the notice
of the meeting or in a duly executed waiver of notice thereof.

     Section 2. Annual meetings of stockholders shall be held on the third
Thursday in July, if not a legal holiday and, if a legal holiday, then on the
next succeeding business day following, at the same hour and place, or at such
other date and

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time as shall be  designated  from  time to time by the Board of
Directors and stated in the notice of the meeting,  at which they shall elect by
a plurality  vote a Board of Directors,  and transact such other business as may
properly be brought before the meeting.

     Section 3. Written notice of the annual meeting stating the place, date and
hour of the meeting shall be given to each stockholder entitled to vote at such
meeting not less than ten (10) nor more than sixty (60) days before the date of
the meeting.

     Section 4. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten (10) days before every meeting
of stockholders, a complete list of the stockholders entitled to vote at 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.
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 (10) 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 5. Special meetings of stockholders shall be called by the
president or secretary at the request in writing of a majority of the Board of
Directors or upon written application of one or more stockholders who hold at
least forty percent (40%) of the capital stock entitled to vote at such meeting.
Such request of the Board of Directors or written application of the
stockholders shall state the purpose or purposes of the proposed special
meeting. The place, date and time of any special meeting shall be

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determined by the Board of Directors.  Such determination shall include the
record date for determining the  stockholders  having the right to notice of and
to vote at such meeting.

     Section 6. Written notice of a special meeting stating the place, date and
hour of the meeting and the purpose or purposes for which the meeting is called,
shall be given not less than ten (10) nor more than sixty (60) days before the
date of the meeting, to each stockholder entitled to vote at such meeting.

     Section 7. Only such business shall be conducted at a special meeting as
shall have been stated in the written notice of the meeting as the purpose or
purposes for the meeting.

     Section 8. The holders of a majority of the stock issued and outstanding
and entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute or by the certificate of
incorporation. If, however, such quorum shall not be present or represented at
any meeting of the stockholders, the stockholders entitled to vote thereat,
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 shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified. If the adjournment is for more than thirty (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.

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     Section 9. In all matters other than the election of directors, the
affirmative vote of a majority of shares present in person or represented by
proxy at any 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 provision
of any statute or of the certificate of incorporation, a different vote is
required, in which case such express provision shall govern and control the
decision of such question.

     Section 10. Unless otherwise provided in the certificate of incorporation,
each stockholder shall at every meeting of the stockholders be entitled to one
vote in person or by proxy for each share of the capital stock having voting
power held by such stockholder, but no proxy shall be voted on after three years
from its date, unless the proxy provides for a longer period.

     Section 11. Unless otherwise provided in the certificate of incorporation,
and subject to the provisions of Article II, Section 12 of these Bylaws, any
action required to be taken at any annual or special meeting of stockholders of
the 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 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.


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     Section 12. In order that the corporation may determine the stockholders
entitled to consent to corporate action in writing without a meeting pursuant to
Article II, Section 11 of these Bylaws, 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 ten (10) days after the date upon which the
resolution fixing the record date is adopted by the Board of Directors. Any
stockholder of record seeking to have the stockholders authorize or take
corporate action by written consent shall, by written notice to the secretary,
request the Board of Directors to fix a record date. The Board of Directors
shall promptly, but in all events within ten (10) days after the date on which
such a request is received, adopt a resolution fixing the record date. If no
record date has been fixed by the Board of Directors within such ten (10) day
period, 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 applicable law, 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 stockholders'
meetings are recorded, to the attention of the secretary of the corporation.
Delivery shall be by hand or by certified or registered mail, return receipt
requested. If no record date has been fixed by the Board of Directors and prior
action by the Board of Directors is required by applicable law, the record date
for determining stockholders entitled to consent to corporate action in writing
without a

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meeting shall be at the close of business on the date on which the Board of
Directors adopts the resolution taking such prior action.


     Section 13. At any annual meeting of the stockholders, only such business
shall be conducted as shall be properly before the meeting. To be properly
before an annual meeting, business must be (a) specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the Board of
Directors, (b) otherwise properly brought before the meeting by or at the
direction of the Board of Directors, or (c) otherwise properly brought before
the meeting by a stockholder. For business to be properly brought before an
annual meeting by a stockholder, the stockholder must have given timely notice
thereof in writing to the secretary. To be timely, a stockholder's notice must
be delivered to or mailed and received at the principal place of business of the
corporation not less than sixty (60) days nor more than ninety (90) days prior
to the meeting; provided, however, that in the event that less than seventy (70)
days' notice or prior public disclosure of the date of the meeting is given or
made to stockholders, notice by the stockholder to be timely must be received
not later than the close of business on the tenth day following the day on which
such notice of the date of the meeting was mailed or such public disclosure was
made.(1) A stockholder's written notice to the secretary shall set forth as to
each matter the stockholder proposes to bring before the annual meeting (a) a
description of the business desired to be brought before the annual meeting and
the reasons for conducting such business at the annual meeting, (b) the name and
address as they appear on the corporation's books of the stockholder proposing
such business, (c) the class and number of shares of the corporation which are
beneficially

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owned by such stockholder, and (d) any material interest of such stockholder in
such business. Notwithstanding anything in these Bylaws to the contrary, no
business shall be conducted at any annual meeting unless properly brought before
such meeting in accordance with the procedures set forth in this Section 13. The
chairman of the meeting shall, if the facts warrant, determine and declare to
the meeting that business was not properly brought before the meeting in
accordance with the provisions of this Section 13 and if it shall be so
determined, the chairman of the meeting shall so declare this to the meeting and
such business not properly brought before the meeting shall not be transacted.

     Section 14. Only persons who are nominated in accordance with the
procedures set forth in this Section 14 shall be eligible for election as
directors of the corporation by the stockholders. Nominations of persons for
election to the Board of Directors may be made at a meeting of stockholders by
or at the direction of the Board of Directors or by any stockholder of the
corporation entitled to vote for the election of directors at the meeting who
complies with the notice procedures set forth in this Section 14. Such
nominations, other than those made by or at the direction of the Board of
Directors, shall be made pursuant to timely notice in writing to the secretary.
To be timely, a stockholder's notice shall be delivered to or mailed and
received at the principal place of business of the corporation not less than
sixty (60) nor more than ninety (90) days prior to the meeting; provided,
however, that in the event that less than seventy (70) days' notice or prior
public disclosure of the date of the meeting is given or made to stockholders,
notice by the stockholder to be timely must be so received not less than the

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(1) It shall be necessary for the corporation to determine the date of each
annual meeting at least 70 days in advance thereof and make a public disclosure
of such date and of the provisions of Article II, Section 13 of

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close of business on the tenth day following the day on which such notice of the
date of the meeting was mailed or such public disclosure was made. Such
stockholder's notice shall set forth (a) as to each person whom the stockholder
proposes to nominate for election or re-election as a director (i) the name,
age, business address and residence address of such person, (ii) the principal
occupation or employment of such person, (iii) the class and number of shares of
the corporation which are beneficially owned by such person and (iv) any other
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 and Exchange Act of
1934, as amended (including without limitation such person's written consent to
being named in the proxy statement as a nominee and to serving as a director if
elected); and (b) as to the stockholder giving the notice (i) the name and
address, as they appear on the corporation's books of such stockholder, (ii) the
class and number of shares of the corporation which are beneficially owned by
such stockholder, and (iii) any material relationship of the stockholder to the
person the stockholder proposes to nominate. At the request of the Board of
Directors any person nominated by the Board of Directors for election as a
director shall furnish to the secretary that information required to be set
forth in a stockholder's notice of nomination which pertains to the nominee. No
person shall be eligible for election as a director of the corporation unless
nominated in accordance with the procedures set forth in this Section 14. The
chairman of the meeting shall, if the facts warrant, determine and declare to
the meeting that a nomination was not made in accordance with the provisions of
this Section 14 and if it shall be so determined, the

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these Bylaws.


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chairman shall so declare this to the meeting and the defective nomination
shall be disregarded.

                                  ARTICLE III

                                    DIRECTORS

     Section 1. The number of directors that shall constitute the whole board
shall be eight (8). The directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 2 of this Article, and each director
elected shall hold office until his or her successor is elected and qualified.
Directors need not be stockholders, but shall not be older than 70 years of age
on the date of their election or appointment to be eligible to serve as a
director.

     Section 2. Vacancies and newly created directorships resulting from any
increase in the authorized number of directors elected by all of the
stockholders having a right to vote as a single class may be filled by a
majority of the directors then in office, though less than a quorum, or by a
sole remaining director, and the directors so chosen shall hold office until the
next annual election and until their successors are duly elected and qualified,
unless sooner removed. If there are no directors in office, then an election of
directors may be held in the manner provided by statute. If, at the time of
filling any vacancy or any newly created directorship, the directors then in
office shall constitute less than a majority of the whole Board of Directors (as
constituted immediately prior to any such increase), the Court of Chancery may,
upon application of any stockholder or stockholders holding at least ten percent
(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.

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     Section 3. The business of the corporation shall be managed by or under the
direction of its Board of Directors which may exercise all such powers of the
corporation and do all such lawful acts and things as are not by statute or by
the certificate of incorporation or by these Bylaws directed or required to be
exercised or done by the stockholders.

     Section 4. The Board of Directors of the corporation may hold meetings,
both regular and special, either within or without the State of Delaware.

     Section 5. The first meeting of each newly elected Board of Directors shall
be held at such time and place as shall be fixed by the vote of the stockholders
at the annual meeting and no notice of such meeting shall be necessary to the
newly elected directors in order legally to constitute the meeting, provided a
quorum shall be present. In the event of the failure of the stockholders to fix
the time or place of such first meeting of the newly elected Board of Directors,
or in the event such meeting is not held at the time and place so fixed by the
stockholders, the meeting may be held at such time and place as shall be
specified in a notice given as hereinafter provided for special meetings of the
Board of Directors, or as shall be specified in a written waiver signed by all
of the directors.

     Section 6. Regular meetings of the Board of Directors may be held without
notice at such time and at such place as shall from time to time be determined
by the Board of Directors.

     Section 7. Special meetings of the Board of Directors may be called by the
Chairman of the Board of Directors, the president, any vice-president, the
secretary or

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any two (2) directors on four (4) days' notice to each director by mail or
two (2) days' notice to each director either personally or by telegram.

     Section 8. At all meetings of the Board of Directors, one-third (1/3) of
the authorized number of directors, or two (2), whichever is greater, shall
constitute a quorum for the transaction of business and the act of a majority of
the directors present at any meeting at which there is a quorum shall be the act
of the Board of Directors, except as may be otherwise specifically provided by
statute, by the certificate of incorporation or by Article III, Section 9 of
these Bylaws. 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 9. 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 committee thereof, as the
case may be, consent thereto in writing, and the writing or writings are filed
with the minutes of proceedings of the Board of Directors or committee thereof.

     Section 10. Unless otherwise restricted by the certificate of
incorporation or these Bylaws, members of the Board of Directors or any
committee designated by the Board of Directors, may participate in a meeting
of the Board of Directors, or any committee thereof, by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each

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other, and such participation in a meeting shall constitute presence in
person at the meeting.

     Section 11. 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. The Board of Directors may
designate one or more directors as alternate members of any committee who may
replace any absent or disqualified member at any meeting of the committee.

         In the absence or disqualification of a member of a committee, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
any such absent or disqualified member.

     Any such committee, to the extent provided in the resolution of the Board
of Directors, shall have and may exercise all the powers and authority 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 amending the certificate of incorporation, adopting an
agreement of merger or consolidation, recommending to the stockholders the sale,
lease or exchange of all or substantially all of the corporation's property and
assets, recommending to the stockholders a dissolution of the corporation or a
revocation of a dissolution, or amending the Bylaws of the corporation, and,
unless the resolution or the certificate of incorporation expressly so provide,
no such committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock. Such committee or committees shall have such
name or

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names as may be determined from time to time by resolution adopted by the
Board of Directors.

     Section 12. Each committee shall keep regular minutes of its meetings and
report the same to the Board of Directors when required.

     Section 13. 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. The directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors and may be paid a fixed sum
for attendance at each meeting of the Board of Directors or a stated salary as
director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

     Section 14. Unless otherwise restricted by the certificate of incorporation
or these Bylaws, any director or the entire Board of Directors may be removed,
with or without cause, by the holders of a majority of shares entitled to vote
at an election of directors.

                                   ARTICLE IV

                                     NOTICES

     Section 1. Whenever, under the provisions of statutes or of the certificate
of incorporation or of these Bylaws, notice is required to be given to any
director or stockholder, it shall not be construed to mean personal notice, but
such notice may be given in writing, by mail, addressed to such director or
stockholder, at his address as it appears on the records of the corporation,
with postage thereon prepaid, and such notice

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shall be deemed to be given at the time when the same shall be deposited in
the United States mail. Notice to directors may also be given by telegram.

     Section 2. Whenever any notice is required to be given under the provisions
of the statutes or of the certificate of incorporation or of these Bylaws, a
waiver thereof in writing, signed by the person or persons entitled to said
notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

                                   ARTICLE V

                                    OFFICERS

     Section 1. The officers of the corporation shall be chosen by the Board of
Directors and shall be a Chairman of the Board, a president, one or more
vice-presidents, a secretary and a chief financial officer. The Board of
Directors may elect from among its members a Vice Chairman of the Board and may
also choose one or more assistant secretaries and assistant treasurers. Any
number of offices may be held by the same person, unless the certificate of
incorporation or these Bylaws otherwise provide.

     Section 2. The Board of Directors at its first meeting after each annual
meeting of stockholders shall choose the officers of the corporation.

     Section 3. The Board of Directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the Board of Directors.

     Section 4. The salaries of all officers and agents of the corporation shall
be fixed by the Board of Directors.

     Section 5. The officers of the corporation shall hold office until their
successors are duly elected and qualified. Any officer elected or appointed by
the Board

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of Directors may be removed at any time by the affirmative vote of a
majority of the Board of Directors. Any vacancy occurring in any office of the
corporation shall be filled by the Board of Directors.

     Section 6. The Chairman of the Board shall preside at all meetings of the
Board of Directors and of the stockholders at which he shall be present and
shall have and may exercise such powers as are, from time to time, assigned by
the Board of Directors and as may be provided by law.

     Section 7. In the absence of the Chairman of the Board, the Vice Chairman,
if any, shall preside at all meetings of the Board of Directors and of the
stockholders at which he shall be present. The Vice Chairman shall have and may
exercise such powers as are, from time to time, assigned by the Board of
Directors and as may be provided by law.

     Section 8. The president shall be the general manager and chief executive
officer of the corporation, and in the absence of the Chairman and Vice Chairman
of the Board of Directors, shall preside at all meetings of the stockholders and
the Board of Directors. The president shall have general and active management
of the business of the corporation and shall see that all orders and resolutions
of the Board of Directors are carried into effect.

     Section 9. 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.

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     Section 10. In the absence of the president or in the event of his
inability or refusal to act, the vice president, if any, (or in the event there
be more than one vice president, the vice presidents in the order designated by
the directors, or in the absence of any designation, then in the order of their
election) shall perform the duties of the president, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
president. The vice presidents shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.

     Section 11. The secretary shall attend all meetings of the Board of
Directors and all meetings of the stockholders and record all the proceedings of
the meetings of the corporation and of the Board of Directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. The secretary shall give or cause to be given, notice of all
meetings of the stockholders and special meetings of the Board of Directors and
shall perform such other duties as may be prescribed by the Board of Directors
or president, under whose supervision he shall be. The secretary shall have
custody of the corporate seal of the corporation, and the secretary or an
assistant secretary shall have authority to affix the same to any instrument
requiring it and when so affixed, it may be attested by his 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 signature.

     Section 12. The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the Board of Directors (or if
there be no such determination, then in the order of their election) shall, in
the absence of the secretary or in the event of his or her inability or refusal
to act, perform the duties and

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exercise the powers of the secretary and shall perform such other duties
and have such other powers as the Board of Directors may from time to time
prescribe.

     Section 13. The chief financial officer may also be designated by the
alternate title of "treasurer." The chief financial officer shall have the
custody of the corporate funds and securities and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the corporation and
shall deposit all moneys and other valuable effects in the name and to the
credit of the corporation in such depositories as may be designated by the Board
of Directors.

     Section 14. The chief financial officer shall disburse the funds of the
corporation as may be ordered by the Board of Directors, taking proper vouchers
for such disbursements, and shall render to the president and the Board of
Directors, at its regular meetings, or when the Board of Directors so requires,
an account of all his transactions as treasurer and of the financial condition
of the corporation.

     Section 15. If required by the Board of Directors, the chief financial
officer shall give the corporation a bond (which shall be renewed every six
years) in such sum and with such surety or sureties as shall be satisfactory to
the Board of Directors for the faithful performance of the duties of his office
and for the restoration to the corporation, in case of his death, resignation,
retirement or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his possession or under his control belonging
to the corporation.

     Section 16. The assistant treasurer, or if there shall be more than one,
the assistant treasurers in the order determined by the Board of Directors (or
if there be no such determination, then in the order of their election) shall,
in the absence of the chief

<PAGE>

financial officer or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the chief financial officer and
shall perform such other duties and have such other powers as the Board of
Directors may from time to time prescribe.

                                   ARTICLE VI

                                      STOCK

     Section 1. 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
Chairman or Vice Chairman of the Board of Directors, or the president or a vice
president and the treasurer or an assistant treasurer, or the secretary or an
assistant secretary of the corporation, certifying the number of shares owned by
the shareholder in the corporation.

     Certificates may be issued for partly paid shares and in such case upon the
face or back of the certificates issued to represent any such partly paid
shares, the total amount of the consideration to be paid therefor, and the
amount paid thereon shall be specified.

     If the corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualification, 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 which the corporation shall
issue to represent such class or series of stock, provided that, except as
otherwise provided in Section 202 of the General Corporation Law of Delaware, in
lieu of the foregoing requirements, there may be set forth on the face or back
of the certificate which 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, designations, preferences and
relative, participating, optional or other special rights of

<PAGE>

each class of stock or series thereof and the qualifications, limitations
or restrictions of such preferences and/or rights.

     Section 2. Any or all of the signatures on the certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have 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.

     Section 3. The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore 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
legal representative, to advertise the same in such manner as it shall require
and/or to give the corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.

     Section 4. 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

<PAGE>

issue a new certificate to the person entitled thereto, cancel the old
certificate and record the transaction upon its books.

     Section 5. In order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors may fix, in advance, a record date,
which shall not be more than sixty (60) nor less than ten (10) days before the
date of such meeting, nor more than sixty (60) days prior to any other action. 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 6. The corporation 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, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.

                                  ARTICLE VII

                               GENERAL PROVISIONS

     Section 1. Dividends upon the capital stock of the corporation, subject to
the provisions of the certificate of incorporation, if any, may be declared by
the Board of Directors at any regular or special meeting, pursuant to law.
Dividends may be paid in

<PAGE>

cash, in property, or in shares of the capital stock, subject to the provisions
of the certificate of incorporation.

     Section 2. Before payment of any dividend, there may be set aside out of
any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

     Section 3. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the Board of Directors may from time to time designate.

     Section 4. The fiscal year of the corporation shall be fixed by resolution
of the Board of Directors.

     Section 5. The Board of Directors may adopt a corporate seal having
inscribed thereon the name of the corporation, the year of its organization 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 6. The corporation shall indemnify to the full extent permitted by,
and in the manner permissible under, the laws of the State of Delaware any
person made, or threatened to be made, a party to an action or proceeding,
whether criminal, civil, administrative or investigative, by reason of the fact
that he, his testator or intestate is or was a director of the corporation or
any predecessor of the corporation, or served any

<PAGE>

other enterprise as a director or officer at the request of the corporation
or any predecessor of the corporation.

     Section 7. Expenses incurred by a director of the corporation in defending
a civil or criminal action, suit or proceeding by reason of the fact that he is
or was a director of the corporation (or was serving at the corporation's
request as a director or officer of another enterprise or corporation) shall be
paid by the corporation in advance of the final disposition of such action, suit
or proceeding upon receipt of an undertaking by or on behalf of such director to
repay such amount if it shall ultimately be determined that he is not entitled
to be indemnified by the corporation as authorized by relevant sections of the
General Corporation Law of Delaware.

     Section 8. Article VII, Sections 6 and 7 shall be deemed to be a contract
between the corporation and each director who serves in such capacity at any
time while this Bylaw is in effect, and any repeal or modification thereof shall
not affect any rights or obligations then existing with respect to any state of
facts then or theretofore existing or any action, suit or proceeding theretofore
or thereafter brought based in whole or in part upon any such state of facts.

     Section 9. The Board of Directors in its discretion shall have power on
behalf of the corporation to indemnify any person, other than a director, made a
party to any action, suit or proceeding by reason of the fact that he, his
testator or intestate is or was an officer or employee of the corporation.

     Section 10. The foregoing rights of indemnification shall not be deemed
exclusive of any other rights to which any director or officer may be entitled
apart from the provisions of Article VII, Sections 6, 7, 8, 9 and this Section
10.

<PAGE>

                                  ARTICLE VIII

                                   AMENDMENTS

     Section 1. These Bylaws may be altered, amended or repealed or new Bylaws
may be adopted by the stockholders or by the Board of Directors, when such power
is conferred upon the Board of Directors by the certificate of incorporation, at
any regular meeting of the stockholders or of the Board of Directors or at any
special meeting of the stockholders or of the Board of Directors if notice of
such alteration, amendment, repeal or adoption of new Bylaws be contained in the
notice of such special meeting. If the power to adopt, amend or repeal Bylaws is
conferred upon the Board of Directors by the certificate of incorporation, it
shall not divest or limit the power of the stockholders to adopt, amend or
repeal Bylaws.

Notwithstanding any other provision in these Bylaws, Sections 5, 12, 13, and 14
of Article II of these Bylaws and this Section 2 shall not be amended, modified
or repealed, directly or indirectly except by (i) the affirmative vote of
two-thirds (2/3) or more of the Continuing Directors ("Continuing Director"
shall mean any person then serving as a director of this corporation (i) who was
a member of the Board of Directors of this corporation on October 24, 1991, or
(ii) who becomes a director after October 24, 1991 and whose election, or
nomination for election by this corporation's stockholders, was approved by a
majority of the directors who at that time are Continuing Directors, either by a
specific vote or by approval of the proxy statement issued by this corporation
on behalf of the Board of Directors in which such person is named as nominee for
director) and the approval of the stockholders otherwise required by applicable
law or these Bylaws for such amendment; or (ii) the affirmative vote of the
holders of a majority of the capital stock entitled to vote.