<PAGE>   1





                                                                     EXHIBIT 3.2

                                    RESTATED
                                    BY-LAWS

                                       OF

                              THE DII GROUP, INC.
                          (AS AMENDED THROUGH 8/22/96)

                                   ARTICLE I

                                    OFFICES

                 1.       The corporation may have offices at such places
within or without the State of Delaware as the board of directors may from time
to time determine or as the business of the corporation may require.

                                   ARTICLE II

                             STOCKHOLDERS' MEETINGS

                 1.       Place of all meetings.  (a) All meetings of
stockholders for the election of directors shall be held at the principal
office of the corporation in Delaware unless otherwise determined by the board
of directors in accordance with the laws of Delaware, or unless otherwise
consented to by a waiver of notice or other document signed by all the
stockholders entitled to vote thereon.

                          (b)     All meetings of stockholders, other than for
the election of directors, shall be held at such place or places in or outside
the State of Delaware as the board of directors may from time to time determine
or as may be designated in the notice of meeting or waiver of notice thereof,
subject to any provisions of the laws of Delaware.

                 2.       Annual meeting of stockholders.  The annual meeting
of stockholders shall be held each year on the fourth Wednesday in the fourth
month following the close of the fiscal year commencing at some time between 10
A.M.  and 3 P.M., if not a legal holiday, and if a legal holiday, then on the
day following at the same time; or on such other date and at such other time as
may be determined by the board of directors.  In the event that such annual
meeting is not held as herein provided for, the annual meeting may be held as
soon thereafter as conveniently may be.  Such subsequent meeting shall be
called in the same manner as hereinafter provided for special meetings of
stockholders.  Written notice of the time and place of the annual meeting shall
be given by mail to each stockholder entitled to vote at least ten days prior
to the date thereof, unless waived as provided by Article IX of these By-laws.
<PAGE>   2
                 3.       Notice of Stockholder Proposals.  At an annual
meeting of stockholders, only such business shall be conducted, and only such
proposals shall be acted upon, as shall have been brought before the annual
meeting (i) by, or at the direction of, the board of directors or (ii) by any
stockholder who complies with the notice procedures set forth in this Section
of the By-laws.  For a proposal 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 executive offices of the
corporation not less than sixty (60) days nor more than ninety (90) days prior
to the scheduled annual meeting, regardless of any postponements, deferrals or
adjournments of that meeting to a later date; provided, however, that if less
than seventy (70) days' notice or prior public disclosure of the date of the
scheduled annual meeting is given or made, notice by the stockholder to be
timely must be so delivered or received not later than the close of business on
the tenth (l0th) day following the earlier of the day on which such notice of
the date of the scheduled annual meeting was mailed or the day on which such
public disclosure was made.  A stockholder's notice to the Secretary shall set
forth as to each matter the stockholder proposes to bring before the annual
meeting (i) a brief description of the proposal desired to be brought before
the annual meeting and the reasons for conducting such business at the annual
meeting, (ii) the name and address, as they appear on the corporation's books,
of the stockholder proposing such business, (iii) the class and number of
shares which are beneficially owned by the stockholder on the date of such
stockholder notice and (iv) any material interest of the stockholder in such
proposal.

                          (b)     If the presiding officer of the annual
meeting determines that a stockholder proposal was not made in accordance with
the terms of this Section, he shall so declare at the annual meeting and any
such proposal shall not be acted upon at the annual meeting.

                          (c)     This provision shall not prevent the
consideration and approval or disapproval at the annual meeting of reports of
officers, directors and committees of the board of directors, but, in
connection with such reports, no business shall be acted upon at such annual
meeting unless stated, filed and received as herein provided.

                 4.       Special meetings of stockholders.  Special meetings
of stockholders may be called at any time pursuant to a resolution adopted by a
majority of the board of directors or the executive committee.  Notice of all
such meetings of the stockholders, stating the time, place, and the purposes
thereof shall be given by mail as soon as possible to each stockholder entitled
to vote thereat at his last known address or by delivering the same personally
at least ten days before the meeting.  Meetings of the stockholders may be held
at any time without notice when all of the stockholders entitled to vote
thereat are represented in person or by proxy.

                 5.       Voting at stockholders' meetings.  At all meetings of
the stockholders, each stockholder entitled to vote shall be entitled to one
vote for each share of stock standing on





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<PAGE>   3
record in his name, subject to any restrictions or qualifications set forth in
the Restated Certificate of Incorporation or any amendment thereto.

                 6.       Quorum at stockholders' meetings.  At any
stockholders' meeting, a majority of the stock outstanding and entitled to vote
thereat represented in person or by proxy shall constitute a quorum, but a
smaller interest may adjourn any meeting from time to time, and the meeting may
be held as adjourned without further notice.  When a quorum is present at any
meeting, a majority in interest of the stock entitled to vote represented
thereat shall decide any question brought before such meeting unless the
question is one upon which, by express provision of law or of the Restated
Certificate of Incorporation or of these By-laws, a different vote is required,
in which case such express provision shall govern.

                 7.       List of stockholders to be filed, etc.  At least ten
days before every election of directors, a complete list of the stockholders
entitled to vote at the election, arranged in alphabetical order, shall be
prepared by the secretary.  Such list shall be open at the place where such
election is to be held for ten days, subject to examination by any stockholder,
and shall be produced and kept at the time and place of election during the
whole time thereof and subject to the inspection of any stockholder who may be
present.  Upon the willful neglect or refusal of the directors to produce such
a list at any election, they shall be ineligible to any office at such
election.  The original or duplicate stock ledger shall be the only evidence as
to who are the stockholders entitled to examine such list or the books of this
corporation or to vote in person or by proxy at such election.  The original or
duplicate stock ledger containing the names and addresses of the stockholders
and the number of shares held by them, respectively, shall, at all times during
the usual hours of business, be open to the examination of every stockholder at
the corporation's principal office or place of business in Delaware.

                                  ARTICLE III

                               BOARD OF DIRECTORS

                 1.       Number and qualification.  A board of directors shall
be elected at each annual meeting of stockholders, or at a special meeting held
in lieu thereof as above provided, who shall serve until the election and
qualification of their successors.  The number of directors shall be fixed from
time to time exclusively pursuant to a resolution adopted by a majority of the
board of directors but in no event shall such number be less than three or more
than thirteen.  In case of any increase in the number of directors between
elections by the stockholders, the additional directorships shall be considered
vacancies and shall be filled in the manner prescribed in Article V of these
By-laws.  Directors need not be stockholders.

                 2.       Powers of directors.  The board of directors shall
have the entire management of the affairs of the corporation and is hereby
vested with all the powers possessed by the corporation itself so far as this
delegation of authority is not inconsistent with the laws of the State of
Delaware, with the Restated Certificate of Incorporation, or with these
By-laws.  The





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board of directors shall have authority from time to time to set apart out of
any assets of the corporation otherwise available for dividends a reserve or
reserves as working capital, or for any other proper purpose or purposes, and
to abolish or add to any such reserve or reserves from time to time as the
board may deem to be in the interests of the corporation; and the board shall
likewise have power, subject to the provisions of the Restated Certificate of
Incorporation, to determine in its discretion what part of the earned surplus
and/or net assets of the corporation in excess of such reserve or reserves
shall be declared in dividends and paid to the stockholders of the corporation.

                 3.       Compensation of directors.  The board of directors
may from time to time by resolution authorize the payment of fees or
compensation to the directors for services as such to the corporation,
including, but not limited to, fees and traveling expenses for attendance at
all meetings of the board or of the executive or other committees, and
determine the amount of such fees and compensation.  Nothing herein contained
shall be construed to preclude any director from serving the corporation in any
other capacity and receiving compensation therefor.

                 4.       Directors' meetings.  Meetings of the board of
directors may be held either within or outside the State of Delaware.  A quorum
shall be at least one-third of the number of directors, but not less than two
directors.

                 The board of directors elected at any stockholders' meeting
shall at the close of that meeting, without further notice if a quorum of
directors be then present, or as soon thereafter as may be convenient, hold a
meeting for the election of officers and the transaction of any other business.
At such meeting they shall elect a president, one or more vice presidents, a
secretary and a treasurer, and such other officers as they may deem proper,
none of whom except the president need be members of the board of directors.

                 The board of directors may from time to time provide for the
holding of regular meetings with or without notice and may fix the times and
places at which such meetings are to be held.  Meetings other than regular
meetings may be called at any time by the president and must be called by the
president or by the secretary upon the written request of any director.

                 Notice of each meeting, other than a regular meeting (unless
required by the board of directors), shall be given to each director by mailing
the same to each director at his residence or business address at least two
days before the meeting or by delivering the same to him personally or by
telephone or telegraph to him at least one day before the meeting unless, in
case of exigency, the president or secretary shall prescribe a shorter notice
to be given personally or by telephone, telegraph, cable or wireless to all or
any one or more of the directors at their respective residences or places of
business.





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                 Notice of all meetings shall state the time and place of such
meeting, but need not state the purposes thereof unless otherwise required by
statute, the Restated Certificate of Incorporation, the By-laws, or the board
of directors.

                 5.       Executive committee.  The board of directors may
provide for an executive committee of two or more directors and shall elect the
members thereof to serve during the pleasure of the board and may designate one
of such members to act as chairman.  The board shall have the power at any time
to change the membership of the committee, to fill vacancies in it, or to
dissolve it.

                 During the intervals between the meetings of the board of
directors, the executive committee shall possess and may exercise any or all of
the powers of the board of directors in the management of the business and
affairs of the corporation to the extent authorized by resolution adopted by a
majority of the entire board of directors.

                 The executive committee may determine its rules of procedure
and the notice to be given of its meetings, and it may appoint such committees
and assistants as it shall from time to time deem necessary.  A majority of the
members of the committee shall constitute a quorum.

                 6.       Other committees.  The board of directors by
resolution may provide for such other standing or special committees as it
deems desirable and may discontinue the same at its pleasure.  Each such
committee shall have the powers and perform such duties, not inconsistent with
law, as may be assigned to it by the board of directors.

                 7.       Notice of Nominations.  At any annual meeting of
stockholders, only persons who are nominated in accordance with the procedures
set forth in the By-laws shall be eligible to serve as directors.  Nominations
of persons for election to the board of directors may be made at a meeting of
stockholders (a) by or at the direction of the board of directors or (b) by any
stockholder who is a stockholder of record at the time of giving of notice
provided for in this Section, who shall be entitled to vote for the election of
directors at the meeting and who complies with the notice procedures set forth
in this Section.  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 executive offices of the
corporation not less than 60 days nor more than 90 days prior to the meeting;
provided, however, that in the event that less than 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 later than the
close of business on the 10th day following the day on which such notice of the
date of the meeting 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 reelection as a director all information relating to
such person that is required to be disclosed in solicitations of proxies for
election of directors, or is otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act





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of 1934, as amended (including 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 to be supporting such
nomination and (ii) the class and number of shares which are beneficially owned
by such stockholder.  At the request of the board of directors, any person
nominated to the board of directors for election as a director shall furnish to
the Secretary that information required to be set forth in a stockholder' a
notice of nomination which pertains to the nominee.  No person shall be
eligible to serve as a director unless nominated in accordance with the
procedures set forth in this By-law.  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 procedures prescribed in the By-laws, and if he
should so determine, he shall so declare to the meeting and the defective
nomination shall be disregarded.  Notwithstanding the foregoing provisions of
this Section, a stockholder shall also comply with all applicable requirements
of the Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder with respect to the matters set forth in this Section.

                 8.       Chairman of the Board.  The Chairman of the Board
(hereinafter sometimes called the "Chairman") if appointed by the board of
directors, when present shall preside at all meetings of the stockholders, the
board of directors and the Executive Committee. The Chairman shall perform such
other duties as the board of directors or Executive Committee may prescribe
from time to time.

                                   ARTICLE IV

                                    OFFICERS

                 1.       Titles and election.  The officers of this
corporation shall be a president, one or more vice presidents, a secretary and
a treasurer who shall be elected at the annual meeting of the board of
directors and who shall hold office until the election and qualification of
their successors.  Any person may hold more than one office if the duties
thereof can be consistently performed by the same person, and to the extent
permitted by law.

                 The board of directors, in its discretion, may at any time
elect or appoint a chairman of the board of directors, who shall be a director,
and one or more vice presidents, assistant secretaries and assistant treasurers
and such other officers or agents, as it may deem advisable, all of whom shall
hold office at the pleasure of the board and shall have such authority and
shall perform such duties as the board shall prescribe from time to time.

                 The board of directors may require any officer, agent or
employee to give bond for the faithful performance of his duties in such form
and with such sureties as the board may require.





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                 2.       Duties.  Subject to such extension, limitations, and
other provisions as the board of directors, or the By-laws may from time to
time prescribe, the following officers shall have the following powers and
duties:
                          (a)     President.  The president shall be the chief
executive officer of the corporation, and shall be in charge of the general
management of the corporation, subject to the control of the board of directors
and Executive Committee.  In the absence or inability to act of the Chairman,
the president shall preside at all meetings of the stockholders and the board
of directors and the Executive Committee, and shall have and perform all the
powers and duties of the Chairman, subject to the control of the board of
directors and Executive Committee.  The Chairman, president or a vice
president, unless some other person is authorized by the board of directors or
Executive Committee, shall sign all certificates representing shares of stock
of the corporation and all bonds, deeds, and contracts of the corporation.  In
general, the president shall exercise the powers and authority and perform all
the duties commonly incident to the office of president and shall have such
other powers and perform such other duties as may be assigned to him from time
to time by the board of directors or Executive Committee.  The same individual
may be elected or appointed Chairman of the Board and president.

                          (b)     Vice President.  The vice president or vice
presidents shall perform such duties as may be assigned to them by the board of
directors and, in the absence or disability of the president, the vice
presidents in order of seniority shall exercise all powers and duties
pertaining to the office of president.

                          (c)     Secretary.  The secretary shall keep the
minutes of all meetings of stockholders and of the board of directors, give and
serve all notices, attend to such correspondence as may be assigned to him,
keep in safe custody the seal of the corporation, and affix such seal to all
such instruments properly executed as may require it, and shall have such other
duties and powers as the board of directors shall prescribe from time to time.

                          (d)     Treasurer.  The treasurer, subject to the
order of the board of directors, shall have the care and custody of the moneys,
funds, valuable papers and documents of the corporation (other than his own
bond, if any, which shall be in the custody of the president), and shall have
and exercise, under the supervision of the board of directors, all the powers
and duties commonly incident to his office.  He shall deposit all funds of the
corporation in such bank or banks, trust company or trust companies, or with
such firm or firms doing a banking business as the board of directors shall
designate.  He may endorse for deposit or collection all checks, notes, etc.,
payable to the corporation or to its order.  He shall keep accurate books of
account of the corporation's transactions, which shall be the property of the
corporation, and, together with all its property in his possession, shall be
subject at all times to the inspection and control of the board of directors.
The treasurer shall be subject in every way to the order of the board of
directors, and shall render to the board of directors and/or the president of
the corporation,





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whenever they may require it, an account of all his transactions and of the
financial condition of the corporation.

                 3.       Delegation of authority.  The board of directors or
the Executive Committee may at any time delegate the powers and duties of any
officer for the time being to any other officer, director or employee.

                 4.       Salaries.  The salaries of all officers shall be
fixed by the board of directors or the Executive Committee, and the fact that
any officer is a director shall not preclude him from receiving a salary or
from voting upon the resolution providing the same.

                                   ARTICLE V

                      RESIGNATIONS, REMOVALS AND VACANCIES

                 1.       Resignation.  Any director, officer, or agent may
resign at any time by giving written notice thereof to the board of directors,
the president, or the secretary.  Any such resignation shall take effect at the
time specified therein or, if the time be not specified, upon receipt thereof;
and unless otherwise specified therein, the acceptance of any resignation shall
not be necessary to make it effective.

                 2.       Removals.  The stockholders at any meeting called for
the purpose may, by vote of the holders of at least 80% of the issued and
outstanding shares of stock entitled to vote, voting together as a single
class, remove from office, for cause only, any director, and elect his
successor.

                 3.       Vacancies.  When the office of any director or
officer becomes vacant, whether by reason of increase in the number of
directors or otherwise, the remaining director or directors, although less than
a quorum, may elect a successor for such office who shall hold the same for the
unexpired term, or the directors may reduce their number by the number of such
vacancies in the board, provided such reduction shall not reduce the board to
less than three.

                                   ARTICLE VI

                                 CAPITAL STOCK

                 1.       Certificates of stock.  Every stockholder shall be
entitled to a certificate or certificates for shares of the capital stock of
the corporation in such form as may be prescribed by the board of directors,
duly numbered and setting forth the number and kind of shares represented
thereby.  Such certificates shall be signed by the president or a vice
president and by the treasurer or an assistant treasurer or by the secretary or
an assistant secretary.  Any of such signatures and the corporate seal affixed
to any stock certificate may be in facsimile.





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                 In case any officer who has signed, or whose facsimile
signature has been used on a certificate, has ceased to be an officer before
the certificate has been delivered, such certificate may nevertheless be
adopted and issued and delivered by the corporation, or its transfer agent, as
though the officer who signed such certificate or certificates, or whose
facsimile signature or signatures shall have been used thereon, had not ceased
to be such officer of the corporation.

                 2.       Transfer of stock.  Shares of the capital stock of
the corporation shall be transferable only upon the books of the corporation by
the holder in person or by attorney duly authorized and upon the surrender of
the certificate or certificates properly assigned and endorsed.  If the
corporation has a transfer agent or agents or transfer clerk and registrar of
transfers acting on its behalf, the signature of any officer or representative
thereof may be in facsimile.

                 The board of directors may appoint a transfer agent and one or
more co-transfer agents and a registrar of transfer and may make all such rules
and regulations as it deems expedient concerning the issue, transfer and
registration of shares of stock.  The transfer books shall be closed for such a
period as the board shall direct previous to and on the day of the annual or
any special meeting of the stockholders and may also be closed by the board for
such period as may be advisable for dividend purposes, and during such time no
stock shall be transferable.

                 3.       Transfer books.  The board of directors, in lieu of
closing the stock transfer books as aforesaid, may fix in advance a date, not
exceeding sixty days preceding the date of any meeting of stockholders, or the
date for the payment of any dividend, or the date for the allotment of rights,
or the date when any change or conversion or exchange of capital stock shall
come into effect, as a record date for the determination of the stockholders
entitled to notice of and to vote at any such meeting, or entitled to receive
payment of any such dividend, or any such allotment of rights, or to exercise
the rights in respect to any such change, conversion or exchange of capital
stock, and in such case only stockholders of record on the date so fixed shall
be entitled to such notice of and vote at such meeting or to receive payment of
such dividend, or allotment of rights, or exercise such rights, 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.

                 4.       Lost certificates.  In case of loss or mutilation or
destruction of a certificate of stock of this corporation, a duplicate
certificate may be issued upon such terms as the board of directors may
determine.





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<PAGE>   10
                                  ARTICLE VII

                    FISCAL YEAR, BANK DEPOSITS, CHECKS, ETC.

                 1.       Fiscal year.  The fiscal year of the corporation
shall end on the Sunday closest to December 31 of each year, and the next
succeeding fiscal year shall commence on the first calendar day following such
date..

                 2.       Bank deposits, checks, etc.  The funds of the
corporation shall be deposited in the name of the corporation in such banks or
trust companies as the board of directors may from time to time designate.

                 All checks, drafts, notes or other obligations for the payment
of money shall be signed by such persons as the board of directors from time to
time by resolution may direct or authorize.

                                  ARTICLE VIII

                               BOOKS AND RECORDS

                 1.       Place of keeping books.  Unless otherwise expressly
required by the laws of Delaware, the books and records of this corporation may
be kept outside of the State of Delaware at such place or places as may be
designated from time to time by the board of directors.

                 2.       Examination of books.  Except as otherwise provided
in the Restated Certificate of Incorporation or in these By-laws, the board of
directors shall have power to determine from time to time whether and to what
extent and at what times and places and under what conditions and regulations
the accounts, records and books of this corporation, or any of them, shall be
open to the inspection of the stockholders, and no stockholder shall have any
right to inspect any account or book or document of this corporation except as
prescribed by statute or authorized by express resolution of the stockholders
or of the board of directors.

                                   ARTICLE IX

                                    NOTICES

                 1.       Requirements of notice.  Whenever notice is required
to be given by statute or by these By-laws, it shall not mean personal notice
unless so specified, but such notice may be given in writing by depositing the
same in a post office or letter box, postpaid and addressed to the person to
whom such notice is directed at the address of such person on the records of
the





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corporation, and such notice shall be deemed given at the time when the same
shall be thus mailed.

                 2.       Waivers.  Any stockholder, director or officer may,
in writing or by telegram or cable, at any time waive any notice or other
formality required by statute or these By-laws.  Such waiver of notice, whether
given before or after any meeting, shall be deemed equivalent to notice.
Presence of a stockholder either in person or by proxy at any stockholders'
meeting and presence of any director at any meeting of the board of directors
shall constitute a waiver of such notice as may be required by any statute or
these By-laws.

                                   ARTICLE X

                                      SEAL

                 The corporate seal of the corporation shall consist of two
concentric circles between which shall be the name of the corporation and in
the center of which shall be inscribed "Corporate Seal, Delaware".

                                   ARTICLE XI

                               POWERS OF ATTORNEY

                 The board of directors may authorize one or more of the
officers of the corporation to execute powers of attorney delegating to named
representatives or agents power to represent or act on behalf of the
corporation, with or without power of substitution.

                                  ARTICLE XII

                   INDEMNIFICATION OF DIRECTORS AND OFFICERS

                          (a)     Right to Indemnification.  Each person who
was or is made a party or is threatened to be made a party to or is involved in
any action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the fact that he or
she, or a person of whom he or she is the legal representative, is or was a
director, officer, employee or agent of the corporation or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans, whether
the basis of such proceeding is alleged action in an official capacity as a
director, officer, employee or agent or in any other capacity while serving as
a director, officer, employee or agent, shall be indemnified and held harmless
by the corporation to the fullest extent authorized by the Delaware General
Corporation Law, as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment permits the
corporation to provide broader indemnification rights than said law permitted
the corporation to provide prior to





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such amendment) against all expense, liability and loss (including attorneys'
fees, judgments, fines, ERISA excise taxes or penalties and amounts to be paid
in settlement) reasonably incurred or suffered by such person in connection
therewith and such indemnification shall continue as to a person who has ceased
to be a director, officer, employee or agent and shall inure to the benefit of
his or her heirs, executors and administrators; provided, however, that except
as provided in paragraph (b) hereof with respect to proceedings seeking to
enforce rights to indemnification, the corporation shall indemnify any such
person seeking indemnification in connection with a proceeding (or part
thereof) initiated by such person only if such proceeding (or part thereof) was
authorized by the board of directors of the corporation.  The right to
indemnification conferred in this Section shall be a contract right and shall
include the right to be paid by the corporation the expenses incurred in
defending any such proceeding in advance of its final disposition; provided,
however, that, if the Delaware General Corporation Law requires, the payment of
such expenses incurred by a director or officer in his or her capacity as a
director or officer (and not in any other capacity in which service was or is
rendered by such person while a director or officer, including, without
limitation, service to an employee benefit plan) in advance of the final
disposition of a proceeding, shall be made only upon delivery to the
corporation of an undertaking, by or on behalf of such director or officer, to
repay all amounts so advanced if it shall ultimately be determined that such
director or officer is not entitled to be indemnified under this Section or
otherwise.

                          (b)     Right of Claimant to Bring Suit.  If a claim
under paragraph (a) of this Section is not paid in full by the corporation
within sixty days after a written claim has been received by the corporation,
except in the case of a claim for expenses incurred in defending a proceeding
in advance of its final disposition, in which case the applicable period shall
be twenty days, the claimant may at any time thereafter bring suit against the
corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall be entitled to be paid also the expense of
prosecuting such claim.  It shall be a defense to any such action (other than
an action brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition where the required undertaking,
if any is required, has been tendered to the corporation) that the claimant has
not met the standards of conduct which make it permissible under the Delaware
General Corporation Law for the corporation to indemnify the claimant for the
amount claimed, but the burden of proving such defense shall be on the
corporation.  Neither the failure of the corporation (including its board of
directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the Delaware General Corporation
Law, nor an actual determination by the corporation (including its board of
directors, independent legal counsel, or its stockholders) that the claimant
has not met such applicable standard of conduct, shall be a defense to the
action or create a presumption that the claimant has not met the applicable
standard of conduct.

                          (c)     Non-Exclusivity of Rights.  The right to
indemnification and the payment of expenses incurred in defending a proceeding
in advance of its final disposition conferred in this Section shall not be
exclusive of any other right which any person may have or





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hereafter acquire under any statute, provision of the Restated Certificate of
Incorporation, By-Law, agreement, vote of stockholders or disinterested
directors or otherwise.

                          (d)     Insurance.  The corporation may maintain
insurance, at its expense, to protect itself and any director, officer,
employee or agent of the corporation, or another corporation, partnership,
joint venture, trust or other enterprise against any expense, liability or
loss, whether or not the corporation would have the power to indemnify such
person against such expense, liability or loss under the Delaware General
Corporation Law.

                          (e)     Amendment or Repeal.  Any repeal or
modification of the foregoing provisions of this Article XII shall not
adversely affect any right or prosecution of a director, officer, employee or
agent of the corporation in respect of any act or omission occurring prior to
the time of such repeal or modification.

                                  ARTICLE XIII

                                   AMENDMENTS

                 These By-laws may be altered, amended or repealed at any
meeting of the board of directors or of the stockholders, provided notice of
the proposed change was given in the notice of the meeting, and, provided,
further, that, in the case of amendments by stockholders, notwithstanding any
other provisions of these By-laws or any provision of law which might otherwise
permit a lesser vote or no vote, but in addition to any affirmative vote of the
holders of any particular class or series of the capital stock of the
corporation required by law, the Restated Certificate of Incorporation or these
By-laws, the affirmative vote of the holders of at least 80% of the voting
power of all of the then outstanding shares of the capital stock, voting
together as a single class, shall be required to alter, amend or repeal any
provision of these By-laws.







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