<PAGE>

Exhibit 3.2

                          AMENDED AND RESTATED BY-LAWS
                                       OF
                             UNITED STATIONERS INC.
                                     3/24/99


                                TABLE OF CONTENTS

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                                                                                       PAGE
                                                                                       ----
<S>                        <C>                                                         <C>

ARTICLE I.                 OFFICES                                                      3
         Section 1.        Registered Office                                            3
         Section 2.        Other Offices                                                3

ARTICLE II.                MEETINGS OF STOCKHOLDERS                                     3
         Section 1.        Place of Meetings                                            3
         Section 2.        Annual Meeting                                               3
         Section 3.        Notice of Annual Meeting                                     3
         Section 4.        Business at Annual Meetings                                  4
         Section 5.        List of Stockholders                                         4
         Section 6.        Special Meetings of Stockholders                             4
         Section 7.        Procedure at Stockholders' Meetings                          4
         Section 8.        Quorum                                                       4
         Section 9.        Majority Vote                                                4
         Section 10.       Proxies and Voting of Shares                                 5
         Section 11.       Informal Action by Stockholders                              5

ARTICLE III.               DIRECTORS                                                    5
         Section 1.        Number, Tenure and Qualifications                            5
         Section 2.        Nominations                                                  5
         Section 3.        Resignations                                                 5
         Section 4.        Filling of Vacancies                                         5
         Section 5.        General Powers                                               6
         Section 6.        Place of Meetings                                            6
         Section 7.        First Meeting of New Board                                   6
         Section 8.        Regular Meetings                                             6
         Section 9.        Special Meetings                                             6
         Section 10.       Quorum                                                       6
         Section 11.       Informal Action                                              7
         Section 12.       Telephone Meetings                                           7
         Section 13.       Designation of Committees                                    7
         Section 14.       Absence of a Committee Member.                               7
         Section 15.       Powers of Committees                                         7
         Section 16.       Record of Proceedings                                        8
         Section 17.       Compensation of Directors                                    8


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ARTICLE IV.                NOTICES TO STOCKHOLDERS AND DIRECTORS                        8
         Section 1.        Notice                                                       8
         Section 2.        Waiver of Notice                                             8

ARTICLE V.                 OFFICERS                                                     9
         Section 1.        Number and Title                                             9
         Section 2.        Election and Qualification                                   9
         Section 3.        Appointment of Additional Officers                           9
         Section 4.        Compensation                                                 9
         Section 5.        Term of Office, Removal and Vacancies                        9
         Section 6.        Resignations                                                 9
         Section 7.        The Chairman of the Board of Directors                       9
         Section 7A.       The Vice Chairman of the Board                              10
         Section 8.        The President                                               10
         Section 9.        The Vice Presidents                                         11
         Section 10.       The Secretary                                               11
         Section 11.       Assistant Secretaries                                       11
         Section 12.       The Treasurer                                               11
         Section 13.       Bond                                                        12
         Section 14.       Assistant Treasurers                                        12

ARTICLE VI.                STOCK AND STOCKHOLDERS                                      12
         Section 1.        Certificate of Stock                                        12
         Section 2.        Classes and Series                                          12
         Section 3.        Signatures                                                  13
         Section 4.        Lost Certificates                                           13
         Section 5.        Transfers of Stock                                          13
         Section 6.        Fixing Record Date                                          13
         Section 7.        Registered Stockholders                                     14

ARTICLE VII.               INDEMNIFICATION                                             14

ARTICLE VIII.              GENERAL PROVISIONS                                          14
         Section 1.        Dividends                                                   14
         Section 2.        Reserves                                                    14
         Section 3.        Annual Statement                                            15
         Section 4.        Checks                                                      15
         Section 5.        Fiscal Year                                                 15
         Section 6.        Seal                                                        15

ARTICLE IX.                AMENDMENTS                                                  15
</TABLE>




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                                    ARTICLE I

                                     OFFICES

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

         SECTION 2. OTHER OFFICES. 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

                            MEETINGS OF STOCKHOLDERS

         SECTION 1. PLACE OF MEETINGS. All meetings of the stockholders for the
election of directors shall be held in the Chicago metropolitan area, State of
Illinois, at such place as may be fixed from time to time by the board of
directors; at least ten (10) days' notice shall be given to the stockholders of
the place so fixed or, in the event of the failure of the board of directors to
fix such place, at the principal executive office of the corporation. Meetings
of stockholders for any other purpose may be held at such time and place, within
or without the State of Delaware, as may be fixed from time to time by the board
of directors or as shall be stated in the notice of the meeting or in a duly
executed waiver of notice thereof.

         SECTION 2. ANNUAL MEETING. The annual meetings of stockholders shall be
held at such date and time as shall be designated from time to time by the board
of directors and stated in the notice of the meeting, or in a duly executed
waiver of notice thereof, at which the stockholders shall elect by a plurality
vote persons to the board of directors, and transact such other business as may
properly be brought before the meeting. The meeting may be adjourned from time
to time and place to place until its business is completed. If the election of
directors shall not be held on the day designated herein for any annual meeting,
or at any adjournment thereof, the board of directors shall cause the election
to be held at a special meeting of the stockholders as soon thereafter as may be
convenient.

         SECTION 3. NOTICE OF ANNUAL MEETING. 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.



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         SECTION 4. BUSINESS AT ANNUAL MEETINGS. The business to be conducted at
annual meetings of the Corporation shall be as provided in the certificate of
incorporation.

         SECTION 5. LIST OF STOCKHOLDERS. 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 Chicago metropolitan area, which place shall be specified in the notice of
the meeting, or, if not so specified, at the place where the meeting is to be
held. The list shall also be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any stockholder
who is present.

         SECTION 6. SPECIAL MEETINGS OF STOCKHOLDERS. Special meetings of the
stockholders of the corporation shall be held as provided in the certificate of
incorporation.

         SECTION 7. PROCEDURE AT STOCKHOLDERS' MEETINGS. The order of business
and all other matters of procedure at every meeting of the stockholders may be
determined by the presiding officer. The board of directors may appoint two or
more inspectors of election to serve at every meeting of the stockholders at
which directors are to be elected. In the absence of such appointment by the
board of directors, the presiding officer may appoint one or more inspectors of
election to serve at any such meeting.

         SECTION 8. QUORUM. 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
noticed.

         SECTION 9. MAJORITY VOTE. When a quorum is present at any meeting, the
vote of the holders of a majority of the stock having voting power, present in



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person or represented by proxy, shall decide any question brought before such
meeting, unless the question is one upon which by express provision of 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. PROXIES AND VOTING OF SHARES. At any meeting of the
stockholders every stockholder having the right to vote shall be entitled to
vote in person, or by proxy appointed by an instrument in writing subscribed by
such stockholder and bearing a date not more than three (3) years prior to said
meeting, unless said instrument provides for a longer period. Each stockholder
shall have one vote for each share of stock having voting power, registered in
his name on the books of the corporation. Unless the transfer books of the
corporation shall have been closed or a date shall have been fixed as a record
date for the determination of its stockholders entitled to vote, no share of
stock shall be voted on at any election for directors which shall have been
transferred on the books of the corporation within twenty (20) days next
preceding such election of directors.

         SECTION 11. INFORMAL ACTION BY STOCKHOLDERS. Informal actions by the
stockholders of the corporation may be taken as provided in the certificate of
incorporation.


                                   ARTICLE III

                                    DIRECTORS

         SECTION 1. NUMBER, TENURE AND QUALIFICATIONS. The tenure and
qualifications of directors on the board of directors of the corporation shall
be as provided in the certificate of incorporation. The number of directors
which shall constitute the whole board shall be nine, but such number may be
increased or decreased from time to time by amendment of these by-laws.

         SECTION 2. NOMINATIONS. Nominations for election to the board of
directors shall be as provided in the certificate of incorporation.

         SECTION 3. RESIGNATIONS. Any director may resign at any time by giving
written notice to the board of directors, the chairman of the board of
directors, the president or the secretary of the corporation. Such resignation
shall take effect at the time specified therein; and, unless tendered to take
effect upon acceptance thereof, the acceptance of such resignation shall not be
necessary to make it effective.

         SECTION 4. FILLING OF VACANCIES. Filling of vacancies on the board of
directors of the corporation shall be accomplished as provided in the
certificate



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of incorporation.

         SECTION 5. GENERAL POWERS. The business and affairs of the corporation
shall be managed by or under the direction of the board of directors which may
exercise all such powers of the corporation and do all such lawful acts as are
not by statute or by the certificate of incorporation or by these by-laws
directed or required to be exercised or done by the stockholders.

                       MEETINGS OF THE BOARD OF DIRECTORS

         SECTION 6. PLACE OF MEETINGS. The board of directors of the corporation
may hold meetings, both regular and special, either within or without the State
of Delaware.

         SECTION 7. FIRST MEETING OF NEW BOARD. The first meeting of the board
of directors after each election of new directors thereto shall be held at such
time and place as shall be specified in a notice given as provided in these
by-laws for special meetings of the board of directors, or as shall be specified
in a written waiver of notice signed by all of the directors.

         SECTION 8. REGULAR MEETINGS. 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.

         SECTION 9. SPECIAL MEETINGS. Special meetings of the board may be
called by the chairman of the board of directors upon such notice as he deems
appropriate. In the absence of the chairman or a vacancy in the office of
chairman or if the chairman is unable or refuses to act, the president (or any
other officer of the corporation upon the request in writing of two (2) or more
directors) may call a special meeting of the board of directors, notice of which
shall be given to each director at his usual place of business, or at such other
address as shall have been furnished by him for the purpose. Such notice shall
be given at least forty-eight (48) hours before the meeting by telephone or by
being personally delivered, mailed or telegraphed. Such notice need not include
a statement of the business to be transacted at, or the purpose of, any such
meeting.

         SECTION 10. QUORUM. At all meetings of the board, a majority of the
total number of directors 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 or by the certificate of
incorporation. 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 



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present. The term "total number of directors" as used in these by-laws means the
total number of directors which the corporation would have if there were no
vacancies.

         SECTION 11. INFORMAL ACTION BY DIRECTORS. Unless otherwise restricted
by the certificate of incorporation or these by-laws, 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 or
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the board or committee.

         SECTION 12. TELEPHONE MEETINGS. Unless otherwise restricted by the
certificate of incorporation or these by-laws, 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, by means
of conference telephone or similar 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.

                             COMMITTEES OF DIRECTORS

         SECTION 13. DESIGNATION OF COMMITTEES. The board of directors may, by
resolution passed by a majority of the whole board of directors, designate one
or more committees, each committee to consist of two or more of the directors of
the corporation. The board 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.

         SECTION 14. ABSENCE OF A COMMITTEE MEMBER. In the absence or
disqualification of any member of a committee or committees or in the event that
any such member is unable or refuses to act, the member or members thereof
present at any meeting and not disqualified from voting, whether or not such
member or members constitute a quorum, may unanimously appoint another member of
the board of directors to act at the meeting in the place of any such member.

         SECTION 15. POWERS OF COMMITTEES. 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
seat 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



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to the stockholders a dissolution of the corporation or a revocation of a
dissolution, or amending the by-laws of the corporation; and, unless the
resolution, the certificate of incorporation or any provision of these by-laws
expressly so provides, no such committee shall have the power or authority to
declare a dividend or to authorize the issuance of stock or to adopt a
certificate of ownership and merger. Such committee or committees shall have
such name or names as may be determined from time to time by resolution adopted
by the board of directors.

         SECTION 16. RECORD OF PROCEEDINGS. Each committee shall keep regular
minutes of its proceedings and report the same to the board of directors when
required.

                            COMPENSATION OF DIRECTORS

         SECTION 17. IN GENERAL. 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.


                                   ARTICLE IV

                      NOTICES TO STOCKHOLDERS AND DIRECTORS

         SECTION 1. NOTICE. Whenever, under the provisions of the statutes or of
the certificate of incorporation or of these by-laws, 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 or telegraph, addressed
to such director or stockholder, at such address as appears on the records of
the corporation, with postage thereon prepaid, and such notice shall be deemed
to be given at the time when the same shall be deposited in the United States
mail or telegraphed, as the case may be. Notice to directors may also be given
as provided in Section 9 of Article III.

         SECTION 2. WAIVER OF NOTICE. Whenever any notice is required to be
given under the provisions of the statutes or of the certificate of
incorporation or of these by-laws, 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.



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                                    ARTICLE V

                                    OFFICERS

         SECTION 1. NUMBER AND TITLE. The officers of the corporation shall be
chosen by the board of directors and shall be a chairman of the board, a
president, a vice president, a secretary and a treasurer. The board of directors
may also choose a vice chairman of the board, additional vice presidents and one
or more assistant secretaries and assistant treasurers.

         SECTION 2. ELECTION AND QUALIFICATION. The board of directors at its
first meeting after each annual meeting of stockholders shall choose a chairman
of the board, a president, one or more vice presidents, a secretary and a
treasurer. No officer need be a member of the board. If the election of officers
is not held at such meeting, such election shall be held as soon thereafter as
may be convenient. Vacancies may be filled or new offices created and filled at
any meeting of the board of directors.

         SECTION 3. APPOINTMENT OF ADDITIONAL OFFICERS. 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.

         SECTION 4. COMPENSATION. The salaries and other compensation of all
officers and agents of the corporation shall be fixed by the board of directors.

         SECTION 5. TERM OF OFFICE, REMOVAL AND VACANCIES. The officers of the
corporation shall hold office until their successors are chosen and qualify or
until their deaths, resignations or removal. Any officer elected or appointed by
the board 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 may be filled by the board of directors.

         SECTION 6. RESIGNATIONS. Any officer may resign at any time by giving
written notice to the board of directors, the chairman of the board of
directors, the president or the secretary of the corporation. Such resignation
shall take effect at the time specified in the written notice; and, unless the
resignation is tendered only to take effect upon acceptance thereof, the
acceptance of such resignation shall not be necessary to make the resignation
effective.

         SECTION 7. THE CHAIRMAN OF THE BOARD OF DIRECTORS. The chairman of the
board may not be the president/chief executive officer of the corporation.
Except as otherwise prescribed by the board of directors, the chairman of the
board of directors shall preside at all meetings of the stockholders, of the
board of directors and of the executive committee, if any, and shall designate
the 



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acting secretary for such meetings to take the minutes thereof for delivery to
the secretary; may execute contracts in the name of the corporation and appoint
and discharge agents and employees of the corporation; and shall be ex-officio a
member of all committee except as otherwise proscribed by law (as advised by
counsel). Notwithstanding anything to the contrary in these by-laws, in the
event that the chairman of the board of directors and the vice chairman of the
board of directors is absent, has vacated his office, or otherwise is unable or
refuses to perform the duties of the chairman of the board of directors, those
duties will be performed by the president until such time as the board of
directors either makes a determination that another person should act in that
capacity or elects a new chairman of the board of directors.

         SECTION 7A. THE VICE CHAIRMAN OF THE BOARD OF DIRECTORS. The vice
chairman of the board may be the chief executive officer or the corporation and,
if so designated by the board of directors, shall have the general direction of
the affairs or the corporation, except as otherwise prescribed by the board of
directors, shall, in the event that the chairman of the board is absent or has
allowed the office of chairman of the board to be vacated, or is unable or
refuses to act, perform the duties of chairman or the board. The vice chairman
of the board may execute contracts in the name or the corporation and appoint
and discharge agents and employees of the corporation and shall perform such
other duties and have such other powers as the board of directors may from time
to time prescribe. The vice-chairman of the board shall be ex-officio a member
or all committees, except as otherwise proscribed by law (as advised by
counsel).

         SECTION 8. THE PRESIDENT. The president may be the chief executive
officer and/or the chief operating officer of the corporation and, if so
designated as chief executive officer by the board of directors, shall have the
general direction of the affairs of the corporation, and if so designated as
chief operating officer of the corporation shall direct the operations of the
corporation. The president shall assume such other duties as the board of
directors may assign from time to time. In the event that the chairman of the
board and the vice chairman of the board each are one or more of the following:
absent, allowed the office of chairman or vice chairman to be vacated, or is
unable or refuses to act; the president shall perform all duties and functions
of the chairman of the board. The president may sign, with the chairman of the
board, a vice president and the secretary, or treasurer, certificates for shares
of the corporation, and may sign any policies, deeds, mortgages, bonds,
contracts, or other instruments on behalf of the Corporation, unless the board
of directors has expressly reserved authority to approve any such documents or
instruments for the board's approval, except in cases where the signing and
execution thereof shall be expressly delegated by the board of directors or by
these by-laws to some other officer or agent of the corporation, or shall be
required by law to be otherwise signed or executed; appoint and discharge 



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agents and employees of the corporation, and in general, shall perform all
duties incident to the office of president. The president shall be ex-officio a
member of all committees except as otherwise proscribed by law (as advised by
Counsel). Notwithstanding anything to the contrary in these by-laws, during
occasions that the president is absent, has vacated his office, or otherwise is
unable or refuses to perform the duties of the president, those duties will be
performed by the chairman of the board of directors until such time as the board
of directors either makes a determination that another person should act in that
capacity or elects a new president.

         SECTION 9. THE VICE PRESIDENTS. The vice presidents then shall perform
such duties and have such powers as the board of directors may from time to time
prescribe.

         SECTION 10. THE SECRETARY. 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; shall give, or cause to be given, notice of
all meetings of the stockholders and special meetings of the board of directors;
shall perform such other duties as may be prescribed by the board of directors,
the chairman of the board or president, under whose supervision the secretary
shall be; and shall keep in safe custody the corporate seal of the corporation
and when authorized by the board of directors, shall affix the same to any
instrument requiring it and when so affixed, it shall be attested by the
signature of the secretary or by the signature of an assistant secretary.

         SECTION 11. ASSISTANT SECRETARIES. The assistant secretaries in the
order of their seniority shall, in the event that the secretary is absent, or
has allowed the office of secretary to be vacated, or is unable or unwilling to
act, perform the duties and exercise the powers of the secretary. They shall
perform such other duties and have such other powers as the board of directors
may from time to time prescribe.

         SECTION 12. THE TREASURER. The treasurer 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. The treasurer 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 such
person's transactions as treasurer and of the financial condition of the
corporation.



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         SECTION 13. BOND. If required by the board of directors, the treasurer
shall give the corporation a bond (which shall be renewed as required from time
to time) 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 the
office and for the restoration to the corporation, in case of the death,
resignation, retirement or removal from office of the treasurer, of all books,
papers, vouchers, money and other property of whatever kind in the possession or
under the control of the treasurer belonging to the corporation.

         SECTION 14. ASSISTANT TREASURERS. The assistant treasurers, in the
order of their seniority, unless otherwise determined by the board of directors,
shall in the event the treasurer is absent, or has allowed the office of
treasurer to be vacated, or is unable or refuses to act, perform the duties and
exercise the powers of the treasurer. They shall perform such other duties and
have such other powers as the board of directors may from time to time
prescribe.

                                   ARTICLE VI

                             STOCK AND STOCKHOLDERS

         SECTION 1. CERTIFICATE OF STOCK. 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 of the board, the president or a vice
president and the treasurer, or the secretary of the corporation, registered in
such stockholder's name, certifying the number of shares owned by such holder in
the corporation.

         SECTION 2. CLASSES AND SERIES. If the corporation shall be authorized
to issue more than one class of stock or more than one series of any class, the
powers, assignations, designations, preferences and 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 which the corporation shall issue to represent such class or series
of stock, provided that, 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 each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights.

         SECTION 3. SIGNATURES. Where a certificate is countersigned (i) by a
transfer agent other than the corporation or its employee, or (ii) by a
registrar other than the corporation or its employee, any of or all the
signatures on the 



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certificate of the officers of the corporation 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 shall have ceased to be an officer, transfer
agent or registrar before such certificate is issued, it may be issued by the
corporation with the same effect as if such person were such officer, transfer
agent or registrar at the date of issue.

         SECTION 4. LOST CERTIFICATES. 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 the 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 such owner's 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 5. TRANSFERS 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 upon its books.

         SECTION 6. FIXING RECORD DATE. The board of directors may close the
stock transfer books of the corporation for a period not exceeding sixty (60)
days preceding the date of any meeting of stockholders or the date for payment
of any dividend or other distribution or the date for the allotment of rights or
the date when any change or conversion or exchange of capital stock shall go
into effect or for a period of not exceeding sixty (60) days in connection with
obtaining the consent of stockholders for any purpose. In lieu of closing the
stock transfer books as aforesaid, the board of directors may fix in advance a
date, not exceeding sixty (60) days preceding the date of any meeting of
stockholders, or the date for the payment of any dividend, or other distribution
or the date for the allotment of rights, or the date when any change or
conversion or exchange of capital stock shall go into effect, or a date in
connection with obtaining such consent, as a record date for the determination
of the stockholders entitled to notice of, and to vote at, any such meeting, and
any adjournment thereof, or entitled to receive payment of any such dividend, or
other distribution or to any such allotment of rights, or to exercise the rights
in respect of any such change, conversion or exchange of capital stock, or to
give such consent, and in such case such stockholders and only such stockholders
as shall be stockholders of record on the date so fixed shall be 



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entitled to such notice of, and to vote at, such meeting and any adjournment
thereof, or to receive payment of such dividend, or other distribution, or to
receive such allotment of rights, or to exercise such rights, or to give such
consent, as the case may be, notwithstanding any transfer of any stock on the
books of the corporation after any such record date fixed as aforesaid.

         SECTION 7. REGISTERED STOCKHOLDERS. 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

                                 INDEMNIFICATION

         The officers, directors, employees and agents of the corporation shall
be indemnified as provided in the certificate of incorporation.

                                  ARTICLE VIII

                               GENERAL PROVISIONS

         SECTION 1. DIVIDENDS. 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 cash, in property, or in
shares of the capital stock, subject to the provisions of the certificate of
incorporation.

         SECTION 2. RESERVES. 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. ANNUAL STATEMENT. The board of directors shall present at
each annual meeting and when called for by vote of the stockholders at any
special meeting of the stockholders, a full and clear statement of the business
and condition of the corporation.



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<PAGE>


         SECTION 4. CHECKS. 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 5. FISCAL YEAR. The fiscal year of the corporation shall end on
December 31 in each year, commencing with the first taxable year beginning after
the corporation's 1986 fiscal year.

         SECTION 6. SEAL. The corporate seal shall have 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.

                                   ARTICLE IX

                                   AMENDMENTS

         Subject to the provisions of the certificate of incorporation, these
by-laws may be altered, amended or repealed at any regular meeting of the
stockholders (or at any special meeting thereof duty called for that purpose) by
a majority vote of the shares represented and entitled to vote at such meeting;
provided that in the notice of such special meeting notice of such purpose shall
be given. Subject to the laws of the State of Delaware, the certificate of
incorporation and these by-laws, the board of directors may by majority vote of
those present at any meeting at which a quorum is present alter, amend or repeal
these by-laws, or enact such other by-laws as in their judgment may be advisable
for the regulation of the conduct of the affairs of the corporation.










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