EXHIBIT 3.2

                                     BY-LAWS

                                       OF

                  ENTERPRISE DIVERSIFIED HOLDINGS INCORPORATED


                                   ----------

                                  As in effect

                                December 20, 1994


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                                     By-Laws

                                       of

                  Enterprise Diversified Holdings Incorporated

      Section 1. Directors.  The Board of Directors shall consist of such number
of  directors,  not less than 3 nor more than 12, as shall be fixed from time to
time by the Board of Directors.  The directors shall be elected  annually at the
annual meeting of the shareholders.  As used in these By-Laws,  the tern "entire
Board" means the total number of directors which the  corporation  would have if
there were no  vacancies.  Directors  shall  hold  office for one year and until
their  successors are duly elected and qualified.  If the office of any director
becomes  vacant,  the  remaining  directors,  by a  majority  vote,  may elect a
successor, who shall hold office for the unexpired term, and until his successor
is duly elected and qualified.

      Section 2.  Officers.  The  elective  officers  of the  corporation  shall
include a  President,  one or more Vice  Presidents,  a  Secretary,  one or more
Assistant Secretaries,  a Treasurer,  and one or more Assistant Treasurers,  and
may also include a Chairman of the Board, one or more Executive Vice Presidents,
and one or more  Senior  Vice  Presidents.  The  Chairman  of the  Board and the
President shall be members of the Board of Directors.  All elective  officers of
the corporation shall be elected by the Board of


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Directors at the first meeting  thereof after the annual  election of directors.
The Board of Directors shall also have power,  at any time, to elect  additional
Executive Vice Presidents,  Senior Vice Presidents,  Vice Presidents,  Assistant
Secretaries  and Assistant  Treasurers.  The Board of Directors may appoint such
other officers as it shall from time to time deem necessary, who shall have such
powers  and  perform  such  duties  as may be  assigned  to them by the Board of
Directors,  or the person exercising the authority of chief executive officer of
the corporation.  Any two or more offices may be held by the same person, unless
otherwise specified in these By-Laws.

      The  Board of  Directors  shall  have  power to fill  any  vacancy  in any
existing office or to fill any newly created office, at any time.

      The Chairman of the Board,  the President,  each Executive Vice President,
each Senior Vice President, and each Vice President, severally, shall have power
to sign deeds, contracts and other instruments. Each elective officer shall have
such  powers and  perform  such duties as may be assigned to him by the Board of
Directors,  or the chief executive officer, in addition to any powers and duties
that are assigned to him specifically by these By-Laws.

      The term of office of each  officer  shall be from time of his election or
appointment and qualification  until the first meeting of the Board of Directors
after the last annual election of


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Directors,  or such other term of office as shall be provided in the  resolution
of  election  or  appointment,   and  until  the  election  or  appointment  and
qualification  of his  successor,  subject to earlier  termination by removal or
resignation.

      Section 3. Chairman of the Board.  The Chairman of the Board shall preside
at all meetings of the  shareholders  and of the Board of  Directors,  and shall
have such other  powers and perform  such other duties as may be assigned to him
by the Board of Directors.

      Section 4. Chief Executive  Officer.  If there be a Chairman of the Board,
the Board of Directors shall  designate  either the Chairman of the Board or the
President as the chief executive  officer of the corporation with plenary powers
of  supervision  and  direction of the  business and affairs of the  corporation
unless such offices are occupied by the same person.  If there be no Chairman of
the Board, the President shall be the chief executive officer.

      Section 5.  President.  If there be a  Chairman  of the Board and if he be
designated  as the chief  executive  officer of the  corporation,  the President
shall  have  charge  of the  coordination  and  supervision  of all  matters  of
operation of the  corporation.  In the absence of the Chairman of the Board, the
Presi4ent  shall have the powers and perform  the duties of the  Chairman of the
Board.

      Section 6.  Executive  Vice  Presidents.  The Executive  Vice  Presidents,
severally, in the order designated by the chief

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executive officer,  shall, in the absence of the president,  have the powers and
perform  the duties of the  President,  and if there be a chairman of the Board,
they shall,  in the absence of the Chairman of the Board and the President  have
the powers and perform the duties of the Chairman of the Board.

      Section 7. Senior Vice Presidents. The Senior Vice Presidents,  severally,
in the order designated by the chief executive officer, shall, in the absence of
the President and the Executive Vice Presidents, have the powers and perform the
duties of the President, and if there be a Chairman of the Board, they shall, in
the absence of the Chairman of the Board, the President,  and the Executive Vice
Presidents, have the powers and perform the duties of the Chairman of the Board.

      Section 8. Vice Presidents.  The Vice Presidents,  severally, in the order
designated  by  the  chief  executive  officer,  shall  in  the  absence  of the
President,  the Executive Vice Presidents and the Senior Vice  Presidents,  have
the powers and perform the duties of the  President,  and if there be a Chairman
of the Board,  they  shall,  in the absence of the  Chairman  of the Board,  the
President,  the Executive Vice Presidents and the Senior Vice  Presidents,  have
the powers and perform the duties of the Chairman of the Board.

      Section 9. Secretary.  The Secretary shall keep minutes of all meetings of
the  shareholders  and of the Board of  Directors  and shall give all notices of
meetings of the shareholders and of


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the Board of Directors. He shall have custody of all deeds, contracts, and other
instruments,  documents,  and  records,  except as  otherwise  provided in these
By-Laws,  or by the Board of Directors,  and shall attend to such correspondence
of the corporation as the Board of Directors or the President  shall direct.  He
shall be the custodian of the seal of the  corporation and shall affix it to any
instrument  requiring the same,  except as otherwise  provided  herein or by the
Board of Directors.

      Section 10.  Assistant  Secretaries.  Each Assistant  Secretary shall have
such powers and perform such duties as may be assigned to him by the  Secretary.
In the  absence  of the  Secretary,  the  Assistant  Secretaries,  in the  order
designated by the Secretary, shall have the powers and perform the duties of the
Secretary.

      Section 11. Treasurer. The Treasurer shall have charge of all receipts and
disbursements of the corporation and shall be the custodian of the corporation's
funds.  He shall have full authority to receive and give receipts for all moneys
due and payable to the corporation from any source  whatever,  and to endorse or
cause to be endorsed checks,  drafts,  warrants,  and other  instruments for the
payment of money in its name and on its behalf,  and full discharge for the same
to give.  The funds of the  corporation  shall be  deposited in its name in such
depositories  as may be designated  from time to time by the Board of Directors,
or by the Treasurer if the Board of Directors shall authorize him to

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do so. All checks,  drafts and other  instruments for the payment of money,  and
all  notes  and  other  evidences  of  indebtedness,  issued  in the name of the
corporation, shall be signed by such officer or officers, employee or employees,
agent or agents,  of the corporation,  and in such manner,  including the use of
facsimile  signatures,  as shall be determined from time to time by the Board of
Directors,  or by the Treasurer if the Board of Directors shall authorize him to
make such determination.  A report of the financial condition of the corporation
shall  be  made by the  Treasurer  whenever  requested  by the  chief  executive
officer.  If  required  by the  Board of  Directors  he shall  give bond for the
faithful performance of his duties, in such sum and with such surety or sureties
as the Board of Directors may determine.

      Section 12. Assistant Treasurers. Each Assistant Treasurer shall have such
powers and perform  such duties as may be assigned to him by the  Treasurer.  In
the absence of the Treasurer, the Assistant Treasurers,  in the order designated
by the Treasurer, shall have the powers and perform the duties of the Treasurer.

      Section 13.  Meetings of  Shareholders.  The meetings of the  shareholders
shall,  unless  otherwise  provided  by law,  be held at such  place,  within or
without the State of New Jersey,  as may be fixed by the Board of Directors  and
stated in the notice of the meeting. Each annual meeting of the shareholders for
the election of directors for the ensuing year, and for the  transaction of such
other business as may be brought before the meeting, shall be held


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at such time, not more than 13 months after the last annual  meeting,  as may be
fixed by the Board of Directors.

      Section  14.  Meetings  of  Directors.  Regular  meetings  of the Board of
Directors shall be held quarterly unless  otherwise  determined by resolution of
the Board.  Special meetings of the Board of Directors may be called at any time
by the Chairman of the Board,  or by the President if he be the chief  executive
officer. The Secretary shall also call such meetings on the written request of a
majority of the directors.

      Section 15. Notice of Meetings of  Directors.  No notice shall be required
for regular meetings of the Board of Directors. The meeting for organization may
be held on the day of and after the annual meeting of shareholders. At least two
days' notice of a special meeting of the Board of Directors shall be given,  but
this notice may be waived in writing or by telegraph, either before or after the
meeting. A meeting may be held at any time when all the directors are present.

      Section 16.  Quorum.  At all meetings of the Board of Directors a majority
of the  directors  in office,  or one-third  of the entire  Board,  whichever is
greater,  shall  constitute a quorum for the  transaction  of  business.  A less
number than a quorum, however, may meet and adjourn to any day.

      Section 17. Committees of the Board. The Board of Directors, by resolution
adopted by a majority of the entire  Board,  may appoint  from among its members
one or more committees. Each

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such  committee of the Board shall have and may  exercise  the  authority of the
Board to the extent provided in the resolution of appointment.

      The Board of Directors,  by resolution adopted by a majority of the entire
Board,  may (a) fill any vacancy in any committee of the Board,  (b) appoint one
or more directors to serve as alternate members of any such committee, to act in
absence or  disability of members of any such  committee  with all the powers of
such absent or disabled members, (c) abolish any such committee at its pleasure,
and (d) remove any director from  membership on such committee at any time, with
or without cause.

      Actions  taken at a meeting  of any  committee  of the Board of  Directors
shall be  reported to the Board at its next  meeting  following  such  committee
meeting;  except  that,  when the  meeting of the Board is held  within two days
after  the  committee  meeting,  such  report  shall,  if not made at the  first
meeting,  be made to the Board at its second  meeting  following  such committee
meeting.

      Section  18.  Other  Committees.  The Board of  Directors  may appoint and
prescribe the duties of other  committees,  the members of which may be but need
not be directors and shall serve at the pleasure of the Board.

      Section 19. Committees - Quorum. One-third of the entire committee, or two
members,  whichever is greater, shall constitute a quorum for the transaction of
business.

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      Section 20.  Committees - General.  Each Committee shall fix its own rules
of procedure,  shall meet where and as provided by such rules of procedure or by
resolution  of  the  Board  of  Directors,   shall  keep  full  records  of  its
proceedings,  and shall report from time to time to the Board, as called upon by
the Board.

      Section 21. Voting Upon Stocks Owned by the Corporation.  Unless otherwise
ordered by the Board of Directors, the Chairman of the Board, the President, the
Executive Vice Presidents,  the Senior Vice Presidents, and the Vice Presidents,
severally, shall each have full power and authority on behalf of the corporation
to attend,  act, and vote at any meeting of the  shareholders of any corporation
in which this  corporation  may hold  stock,  and to  appoint  one or more other
persons as proxy or proxies to attend,  act, and vote at any such  meeting,  and
such officer or such proxy or proxies  shall  possess and may exercise on behalf
of this  corporation  any and all rights and powers incident to its ownership of
such stock. The Board of Directors or the Executive  Committee from time to time
by resolution may confer like powers upon any other person or persons.

      Section 22.  Certificates  for  Shares.  The  certificates  which shall be
issued for shares of this  corporation  shall be signed by the  Chairman  of the
Board,  the  President,  or a Vice  President,  and either the  Treasurer  or an
Assistant Treasurer, or the Secretary or an Assistant Secretary.

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      Section 23.  Transfer  of Shares.  The shares  issued by this  corporation
shall be  transferable  only on the books of the  corporation  by the  holder or
owner thereof in person or by power of attorney, on surrender of the certificate
therefor.

      Section 24.  Indemnification  of Directors,  Officers and  Employees.  The
corporation  shall  indemnify to the full extent from time to time  permitted by
law  any  person  made,  or  threatened  to be  made,  a party  to any  pending,
threatened or completed civil,  criminal,  administrative or arbitrative action,
suit or  proceeding  and any appeal  therein  (and any inquiry or  investigation
which could lead to such action,  suit or proceeding) by reason of the fact that
he is or was a director,  officer or employee  of the  corporation  or serves or
served any other enterprise as a director, officer or employee at the request of
the corporation. Such right of indemnification shall inure to the benefit of the
legal representative of any such person.

      Section 25. Fiscal Year. The fiscal year of the corporation shall begin on
January 1 of each year.

      Section 26. Sea1. The seal of the  corporation  shall be circular in form,
and shall have inscribed  thereon the following  words and figures:  "ENTERPRISE
DIVERSIFIED HOLDINGS INCORPORATED 1989".

      Section 27. Force and Effect of By-Laws.  These By-Laws are subject to the
provisions of the New Jersey Business  Corporation Act and of the certificate of
incorporation of the corporation, as


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it may be  amended  from time to time.  If any  provision  in these  By-Laws  is
inconsistent   with  a  provision  in  said  act  or  in  the   certificate   of
incorporation,  the provision in said act or in the certificate of incorporation
shall govern.

      Section 28. Amendments.  Except as otherwise provided by law, the Board of
Directors shall have power to make, alter or repeal any by-laws. By-Laws made by
the Board may be altered or repealed and new by-laws made, by the shareholders.

      Section 29. Advancement of Expenses. Expenses incurred by any person made,
or threatened to be made, a party to any pending, threatened or completed civil,
criminal,  administrative  or  arbitrative  action,  suit or proceeding  and any
appeal  therein  (and any  inquiry  or  investigation  which  could lead to such
action,  suit or proceeding) by reason of the fact that he is or was a director,
officer or employee of the corporation or serves or served any other  enterprise
as a director,  officer or employee at the request of the corporation,  shall be
paid by the corporation in advance of the final disposition of the action,  suit
or proceeding  promptly upon receipt of an  undertaking  by or on behalf of such
person to repay  such  amount if it shall  ultimately  be  determined  that such
person is not entitled to be indemnified by the corporation.