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                                                                     EXHIBIT 3.2



                              AMENDED AND RESTATED
                                    BYLAWS OF
                               THOMAS GROUP, INC.
                             A Delaware Corporation
                        As of ____________________, 1993




<PAGE>   2
                                    BYLAWS OF

                               THOMAS GROUP, INC.

                                TABLE OF CONTENTS

<TABLE>
<S>                   <C>    <C>                                                                               <C>
ARTICLE I                    OFFICES                                                                           PAGE
        Section        1.    Registered Office............................................................        1
        Section        2.    Other Offices................................................................        1

ARTICLE II                   MEETINGS OF STOCKHOLDERS
        Section        1.    Place of Meetings............................................................        1
        Section        2.    Annual Meetings..............................................................        1
        Section        3.    Special Meetings.............................................................        1
        Section        4.    Notice of Meetings and Adjourned Meetings....................................        2
        Section        5.    Quorum.......................................................................        2
        Section        6.    Certain Rules of Procedure Relating to
                             Stockholder Meetings.........................................................        3
        Section        7.    Voting.......................................................................        3
        Section        8.    Action of Stockholders by Written Consent
                             Without Meetings.............................................................        4
        Section        9.    Inspectors...................................................................        5
        Section       10.    New Business.................................................................        5
        Section       11.    Nominations for Director.....................................................        6
        Section       12.    Requests for Stockholder List and
                             Corporation Records..........................................................        7

ARTICLE III                  DIRECTORS
        Section        1.    Powers.......................................................................        7
        Section        2.    Number of Directors; Term; Qualification.....................................        8
        Section        3.    Election.....................................................................        8
        Section        4.    Vacancies....................................................................        8
        Section        5.    Place of Meetings............................................................        8
        Section        6.    Regular Meetings.............................................................        9
        Section        7.    Special Meetings.............................................................        9
        Section        8.    Notice of Meetings...........................................................        9
        Section        9.    Quorum and Manner of Acting..................................................        9
        Section       10.    Action by Consent; Participation by
                             Telephone or Similar Equipment...............................................        9
        Section       11.    Resignation; Removal.........................................................       10
        Section       12.    Compensation of Directors....................................................       10

ARTICLE IV                   COMMITTEES OF THE BOARD
        Section        1.    Designation, Powers and Name.................................................       10
        Section        2.    Meetings; Minutes............................................................       11
        Section        3.    Compensation.................................................................       12
        Section        4.    Action by Consent; Participation by
                             Telephone or Similar Equipment...............................................       12
        Section        5.    Changes in Committees; Resignations;
                             Removals.....................................................................       12
</TABLE>

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<TABLE>
<S>                   <C>    <C>                                                                                <C>
ARTICLE V                    OFFICERS
        Section        1.    Officers.....................................................................       12
        Section        2.    Election and Term of Office..................................................       13
        Section        3.    Removal and Resignation......................................................       13
        Section        4.    Vacancies....................................................................       13
        Section        5.    Salaries.....................................................................       13
        Section        6.    Chairman of the Board........................................................       14
        Section        7.    President/Chief Executive Officer............................................       14
        Section        8.    Vice Presidents..............................................................       14
        Section        9.    Secretary....................................................................       15
        Section       10.    Treasurer....................................................................       15
        Section       11.    Assistant Secretary or Treasurer.............................................       16

ARTICLE VI                   CONTRACTS, CHECKS, LOANS, DEPOSITS, ETC.
        Section        1.    Contracts....................................................................       17
        Section        2.    Checks, etc..................................................................       17
        Section        3.    Loans........................................................................       17
        Section        4.    Deposits.....................................................................       17

ARTICLE VII                  CAPITAL STOCK
        Section        1.    Stock Certificates...........................................................       17
        Section        2.    List of Stockholders Entitled to Vote........................................       18
        Section        3.    Stock Ledger.................................................................       19
        Section        4.    Transfers of Capital Stock...................................................       19
        Section        5.    Lost Certificates............................................................       19
        Section        6.    Fixing of Record Date........................................................       19
        Section        7.    Beneficial Owners............................................................       20

ARTICLE VIII                 DIVIDENDS
        Section        1.    Declaration..................................................................       20
        Section        2.    Reserve......................................................................       20

ARTICLE IX                   LIMITATION OF DIRECTORS' LIABILITY...........................................       20

ARTICLE X                    INDEMNIFICATION
        Section        1.    Indemnification..............................................................       21
        Section        2.    Advancement of Expenses......................................................       21
        Section        3.    Non-Exclusivity..............................................................       21
        Section        4.    Insurance....................................................................       22
        Section        5.    Continuity...................................................................       22

ARTICLE XI                   SEAL.........................................................................       22

ARTICLE XII                  WAIVER OF NOTICE.............................................................       22

ARTICLE XIII                 AMENDMENTS...................................................................       23
</TABLE>


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                                     BYLAWS

                                       OF

                               THOMAS GROUP, INC.

                             A Delaware Corporation

                                    ARTICLE I
                                     OFFICES

         Section 1. Registered Office. The registered office of Thomas Group,
Inc. (hereinafter called the "Corporation") within the State of Delaware shall
be located in the City of Wilmington, County of New Castle.

         Section 2. Other Offices. The Corporation may also have an office or
offices and keep the books and records of the Corporation, except as may
otherwise be required by law, in such other place or places, within or without
the State of Delaware, as the Board of Directors of the Corporation (hereinafter
sometimes called the "Board") 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 stockholders of the
Corporation shall be held at the office of the Corporation in the state of
Delaware or at such other place, within or without the State of Delaware, as may
from time to time be fixed by the Board or specified or fixed in the respective
notices or waivers of notice thereof.

         Section 2. Annual Meetings. The annual meeting of stockholders of the
Corporation for the election of Directors and for the transaction of such other
business as may properly come before the meeting shall be held annually on such
date and at such time as may be fixed by the Board.

         Section 3. Special Meetings. Special meetings of stockholders, unless
otherwise provided by law, may be called at any time only by (i) the Board
pursuant to a resolution adopted by a majority of the then authorized number of
Directors (as determined in accordance with Section 2 of Article III of these
Bylaws), (ii) the Chairman of the Board, (iii) the President or (iv) the holders
of at least ten (10) percent of all shares entitled to vote at the proposed
special meeting. Any such call must specify the matter or matters to be acted
upon at such meeting and only such matter or matters shall be acted upon
thereat.

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         Section 4. Notice of Meetings and Adjourned Meetings. Except as may
otherwise be required by law, notice of each meeting of stockholders, annual or
special, shall be in writing, shall state the purpose or purposes of the
meeting, the place, date and hour of the meeting and, unless it is the annual
meeting, shall indicate that the notice is being issued by or at the direction
of the person or persons calling the meeting, and a copy thereof shall be
delivered or sent by mail, not less than ten (10) or more than sixty (60) days
before the date of said meeting, to each stockholder entitled to vote at such
meeting. If mailed, such notice shall be directed to the stockholder at his
address as it appears on the stock record of the Corporation, unless he shall
have filed with the Secretary a written request that notices to him be mailed to
some other address, in which case it shall be directed to him at such other
address. Notice of any adjourned meeting need not be given if the time and place
to which the meeting shall be adjourned were announced at the meeting at which
the adjournment was taken unless (i) the adjournment is for more than thirty
(30) days, (ii) the Board shall fix a new record date for any adjourned meeting
after the adjournment or (iii) these Bylaws otherwise require.

         Section 5. Quorum. At each meeting of stockholders of the Corporation,
the holders of a majority of the shares of capital stock of the Corporation
issued and outstanding and entitled to vote shall be present or represented by
proxy to constitute a quorum for the transaction of business, except as may
otherwise be provided by law or the Certificate of Incorporation.

         If a quorum is present at a meeting of stockholders, the stockholders
represented in person or by proxy at the meeting may conduct such business as
may be properly brought before the meeting until it is finally adjourned, and
the subsequent withdrawal from the meeting of any stockholder or the refusal of
any stockholder represented in person or by proxy to vote shall not affect the
presence of a quorum at the meeting, except as may otherwise be provided by law
or the Certificate of Incorporation.

         If, however, a quorum shall not be present or represented at any
meeting of the stockholders, the chairman of the meeting or holders of a
majority of the shares represented in person or by proxy shall have the power to
adjourn the meeting to another time, or to another time and place, without
notice (subject, however, to the requirements of Section 4 of Article II of
these Bylaws) other than announcement of adjournment at the meeting, and there
may be successive adjournments for like cause and in like manner until the
requisite amount of shares entitled to vote at such meeting shall be
represented. At such adjourned meeting at which the requisite amount of shares
entitled to vote thereat shall be represented, any business may be transacted
that might have been transacted at the original meeting so adjourned.



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         Section 6. Certain Rules of Procedure Relating to Stockholder Meetings.
All stockholder meetings, annual or special, shall be governed in accordance
with the following rules:

                  (i) Only stockholders of record will be permitted to present
         motions from the floor at any meeting of stockholders.

                  (ii) The chairman of the meeting shall preside over and
         conduct the meeting in a fair and reasonable manner, and all questions
         of procedure or conduct of the meeting shall be decided solely by the
         chairman of the meeting. The chairman of the meeting shall have all
         power and authority vested in a presiding officer by law or practice to
         conduct an orderly meeting. Among other things, the chairman of the
         meeting shall have the power to adjourn or recess the meeting, to
         silence or expel persons to insure the orderly conduct of the meeting,
         to declare motions of persons out of order, to prescribe rules of
         conduct and an agenda for the meeting, to impose reasonable time limits
         on questions and remarks by any stockholder, to limit the number of
         questions a stockholder may ask, to limit the nature of questions and
         comments to one subject matter at a time as dictated by any agenda for
         the meeting, to limit the number of speakers or persons addressing the
         chairman of the meeting or the meeting, to determine when the polls
         shall be closed, to limit the attendance at the meeting to stockholders
         of record, beneficial owners of stock who present letters from the
         record holders confirming their status as beneficial owners, and the
         proxies of such record and beneficial holders, and to limit the number
         of proxies a stockholder may name.

         Section 7. Voting. Except as otherwise provided in the Certificate of
Incorporation, at each meeting of stockholders, every stockholder of the
Corporation shall be entitled to one (1) vote for every share of capital stock
standing in his name on the stock records of the Corporation (i) at the time
fixed pursuant to Section 6 of Article VII of these Bylaws as the record date
for the determination of stockholders entitled to vote at such meeting, or (ii)
if no such record date shall have been fixed, then at the close of business on
the date next preceding the day on which notice thereof shall be given, or, if
notice is waived, at the close of business on the day next preceding the day on
which the meeting is held. At each such meeting, every stockholder shall be
entitled to vote in person, or by proxy appointed by an instrument in writing
executed by such stockholder or by his duly authorized agent and bearing a date
not more than three (3) years prior to the meeting in question, unless said
instrument provides for a longer period during which it is to remain in force.

         At all meetings of stockholders at which a quorum is present, all
matters (except as otherwise provided in Section 3 of Article III of these
Bylaws and except in cases where a larger vote is required by law, the
Certificate of Incorporation or these Bylaws) shall be


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decided by a majority of the votes cast at such meeting by the holders of shares
present or represented by proxy and entitled to vote thereon.

         At any meeting of stockholders, every stockholder having the right to
vote may vote either in person or by a proxy executed in writing by the
stockholder or by his duly authorized attorney-in-fact. Each such proxy shall be
filed with the Secretary of the Corporation before or at the time of the
meeting. No proxy shall be valid after three years from the date of its
execution, unless otherwise provided in the proxy. If no date is stated in a
proxy, such proxy shall have been presumed to have been executed on the date of
the meeting at which it is to be voted. Each proxy shall be revocable unless
expressly provided therein to be irrevocable and coupled with an interest
sufficient in law to support an irrevocable power or unless otherwise made
irrevocable by law.

         Section 8. Action of Stockholders by Written Consent Without Meeting.
Unless otherwise provided by law or in the Certificate of Incorporation, any
action required or permitted to be taken by stockholders for or in connection
with any corporate action may be taken without a meeting, without prior notice
and without a vote, if a consent or consents in writing setting forth the action
so taken shall be (i) signed by the holders of all of the outstanding stock and
(ii) delivered to the Corporation by delivery to its registered office in
Delaware, its principal place of business or an officer or agent of the
Corporation having custody of the book in which proceedings of meetings of
stockholders are recorded. Delivery made to the Corporation's registered office
shall be by hand or by certified or registered mail, return receipt requested.
Every written consent shall bear the date of signature of each stockholder who
signs the consent.

         If action is taken by unanimous consent of stockholders, the writing or
writings comprising such unanimous consent shall be filed with the records of
the meetings of stockholders.

         In the event that such action which is consented to is such as would
have required the filing of a certificate under any of the provisions of the
DGCL, if such action had been voted upon by the stockholders at a meeting
thereof, the certificate filed under such provision shall state (i) that the
written consent has been given under Section 228 of the DGCL in lieu of stating
that the stockholders have voted upon the corporate action in question, if such
last mentioned statement is so required, and (ii) that written notice has been
given as provided in such Section 228.

         Section 9. Inspectors. The Board of Directors shall, in advance of any
meeting of stockholders, appoint one or more inspectors to act at the meeting
and may designate one or more persons as alternate inspectors to replace any
inspector who fails to act. If any inspector appointed or designated by the
Board shall be unwilling or 


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unable to serve, or if the Board shall fail to appoint inspectors, the chairman
of the meeting shall appoint the necessary inspector or inspectors. The
inspectors so appointed, before entering upon the discharge of their duties,
shall be sworn faithfully to execute their duties with strict impartiality, and
according to the best of their ability, and the oath so taken shall be
subscribed by them. Such inspectors shall (i) ascertain the number of shares
outstanding and the voting power of each, (ii) determine the shares represented
at a meeting, the existence of a quorum, and the validity of proxies and
ballots, (iii) count all votes and ballots, (iv) determine and retain for a
reasonable period a record of the disposition of any challenges made to any
determination by such inspectors, (v) certify that determination of the number
of shares represented at the meeting and their count of all votes and ballots
and (vi) perform such further acts as are proper to conduct any election or vote
with fairness to all stockholders. On request of the chairman of the meeting or
any stockholder entitled to vote thereat, the inspectors shall make a report in
writing of any challenge, question, or matter determined by them and shall
execute a certificate of any fact found by them. An inspector need not be a
stockholder of the Corporation, and any officer or Director of the Corporation
may be an inspector on any question other than a vote for or against his
election to any position with the Corporation or on any other question in which
he may be directly interested.

         Section 10. New Business. Any new business to be taken up at any annual
meeting of stockholders shall be stated in writing and filed with the Secretary
by the Board of Directors or other person or persons proposing such new business
at least ten (10) days before the date of the annual meeting, and all business
so stated, proposed and filed shall be considered at the annual meeting, but no
other proposal shall be acted upon at the annual meeting of stockholders. Any
stockholder may make any other proposal at the annual meeting, and the proposal
may be discussed and considered, but unless stated in writing and filed with the
Secretary at least ten (10) days before the meeting such proposal shall be
postponed for action at an adjourned, special or annual meeting of stockholders
taking place thirty (30) days or more thereafter. This provision shall not
prevent the consideration and approval or disapproval at the annual meeting of
stockholders of reports of officers, Directors and committees of the Board of
Directors, but in connection with such reports no new business shall be acted
upon at such annual meeting unless stated and filed as herein provided.

         Section 11. Nominations for Director. Notwithstanding anything in these
Bylaws to the contrary, only persons who are nominated in accordance with the
procedures hereinafter set forth in this Section 11 shall be eligible for
election as Directors of the Corporation in accordance with Section 3 of Article
III of these Bylaws.


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         Nominations of persons for election to the Board of Directors of the
Corporation may be made at a meeting of stockholders only (i) by or at the
direction of the Board of Directors or (ii) by any stockholder of the
Corporation entitled to vote for the election of Directors at the meeting who
complies with the notice procedures set forth in this Section 11. Such
nominations, other than those made by or at the direction of the Board, shall be
made pursuant to timely notice in writing to the Secretary of the Corporation.
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
thirty (30) days nor more than sixty (60) days prior to the meeting; provided,
however, that in the event that less than forty (40) days' notice or prior
public disclosure of the date of the meeting is given or made to stockholders,
notice by the stockholder to be timely must be received not later than the close
of business on the tenth (10th) day following the day on which such notice of
the date of the meeting was mailed or such public disclosure was made. Any
adjournment(s) or postponement(s) of the original meeting whereby the meeting
will reconvene within thirty (30) days from the original date shall be deemed
for purposes of notice to be a continuation of the original meeting and no
nominations by a stockholder of persons to be elected Directors of the
Corporation may be made at any such reconvened meeting other than pursuant to a
notice that was timely for the meeting on the date originally scheduled. Such
stockholder's notice shall set forth: (i) as to each person whom the stockholder
proposes to nominate for election or re-election as a Director, all information
relating to such person that is required to be disclosed in solicitations of
proxies for election of Directors, or as otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as
amended, or any successor regulation thereto (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 (ii) as to the stockholder giving the notice (a) the
name and address, as they appear on the Corporation's books, of such
stockholder, and (b) the class and number of shares of the Corporation which are
beneficially owned by such stockholder. At the request of the Board of
Directors, any person nominated by the Board for election as a Director shall
furnish to the Secretary of the Corporation that information required to be set
forth in a stockholder's notice of nomination which pertains to the nominee.

         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 by this Section 11, and if he should so determine, he
shall so declare to the meeting and the defective nomination shall be
disregarded.

         Section 12. Requests for Stockholder List and Corporation Records.
Stockholders shall have those rights afforded under the General Corporation Law
of the State of Delaware (the "DGCL") to inspect for any proper purpose the
Corporation's stock ledger, list of stockholders and other books and records,
and make copies or extracts 


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<PAGE>   10

therefrom. Such request shall be in writing in compliance with Section 220 of
the DGCL. Information so requested shall be made available for inspecting,
copying or extracting during usual business hours at the principal executive
offices of the Corporation. Each stockholder desiring photostatic or other
duplicate copies of any of such information requested shall make arrangements to
provide the duplicating or other equipment necessary in the city where the
Corporation's principal executive offices are located. Alternative arrangements
with respect to this Section 12 may be permitted in the discretion of the
President of the Corporation or by vote of the Board of Directors.


                                   ARTICLE III
                                    DIRECTORS

         Section 1. Powers. The business of the Corporation shall be managed by
or under the direction of the Board. The Board may exercise all such authority
and powers of the Corporation and do all such lawful acts and things as are not
by law or otherwise directed or required to be exercised or done by the
stockholders.

         Section 2. Number of Directors; Term; Qualification. The number of
Directors which shall constitute the whole Board of Directors shall be not less
than one (1), and may be from time to time fixed and determined at a different
number only by resolution of the Board of Directors. No decrease in the number
of Directors constituting the Board shall shorten the term of any incumbent
Director.

         Except as otherwise provided by law, the Certificate of Incorporation
or these Bylaws, each Director shall hold office until the next annual meeting
and until his successor is elected and qualified, or until his earlier death,
resignation, disqualification or removal. Directors need not be residents of the
State of Delaware or stockholders of the Corporation. Each director must have
attained the age of majority.

         Section 3. Election. At each meeting of stockholders for the election
of Directors at which a quorum is present, the persons receiving a plurality of
the votes of the shares represented in person or by proxy and entitled to vote
on the election of Directors shall be elected Directors. All elections of
Directors shall be by written ballot, unless otherwise provided in the
Certificate of Incorporation.

         Section 4. Vacancies. Unless otherwise provided by law or by the
Certificate of Incorporation, in the case of any increase in the number of
Directors or any vacancy in the Board of Directors, such newly created
directorship or vacancy may be filled by the affirmative vote of the majority of
the remaining Directors then in office, although less than a quorum, or by the
sole remaining Director. Unless the Certificate of Incorporation or these Bylaws
provide otherwise, when one or more Directors shall resign from the Board of


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Directors, effective at a future date, the majority of Directors then in office,
including those who have so resigned, shall have the power to fill such vacancy
or vacancies, the vote thereon to take effect when such resignation or
resignations shall become effective. Any Director elected or chosen as provided
herein shall serve for the remaining term of the directorship to which appointed
and until his successor is elected and qualified or until his earlier death,
resignation or removal.

         Section 5. Place of Meetings. Meetings of the Board shall be held at
the Corporation's office in the State of Delaware or at such other place, within
or without such State, as the Board may from time to time determine or as shall
be specified or fixed in the notice or waiver of notice of any such meeting.

         Section 6. Regular Meetings. Regular meetings of the Board shall be
held on such days and at such times as the Board may from time to time
determine. Notice of regular meetings of the Board need not be given except as
otherwise required by law or these Bylaws.

         Section 7. Special Meetings. Special meetings of the Board may be
called by the Chairman of the Board or the President and shall be called by the
Secretary at the request of any two of the other Directors.

         Section 8. Notice of Meetings. Notice of each special meeting of the
Board (and of each regular meeting for which notice shall be required), stating
the time, place and purposes thereof, shall be mailed to each Director,
addressed to him at his residence or usual place of business, or shall be sent
to him by telex, cable, facsimile or telegram so addressed, or shall be given
personally or by telephone, on twenty-four (24) hours notice, or such shorter
notice as the person or persons calling such meeting may deem necessary or
appropriate in the circumstances. Notice of any such meeting need not be given
to any Director, however, if waived by him before or after the meeting in
writing or by telegraph, telex, cable, facsimile or other form of recorded
communication, or if he shall be present at the meeting, except when he is
present for the express purpose of objecting at the beginning of such meeting to
the transaction of any business because the meeting is not lawfully called or
convened.

         Section 9. Quorum and Manner of Acting. The presence of at least a
majority of the authorized number of Directors shall be necessary and sufficient
to constitute a quorum for the transaction of business at any meeting of the
Board. If a quorum shall not be present at any meeting of the Board, a majority
of the Directors present thereat may adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present. Except where a different vote is required by law, the act of a majority
of the Directors present at any meeting at which a quorum shall be present shall
be the act of the Board.


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<PAGE>   12

         Section 10. Action by Consent; Participation by Telephone or Similar
Equipment. Any action required or permitted to be taken by the Board may be
taken without a meeting if all the Directors consent in writing to the adoption
of a resolution authorizing the action, unless otherwise restricted by the
Certificate of Incorporation or these Bylaws. The resolution and the written
consents thereto by the Directors shall be filed with the minutes of the
proceedings of the Board. Unless otherwise restricted by the Certificate of
Incorporation or these Bylaws, any one or more Directors may participate in any
meeting of the Board by means of a conference telephone or similar
communications equipment allowing all persons participating in the meeting to
hear each other at the same time. Participation by such means shall constitute
presence in person at a meeting of the Board.

         Section 11. Resignation; Removal. Any Director may resign at any time
by giving written notice to the Corporation, provided, however, that written
notice to the Board, the Chairman of the Board, the President or the Secretary
shall be deemed to constitute notice to the Corporation. Such resignation shall
take effect upon receipt of such notice or at any later time specified therein,
and, unless otherwise specified therein, acceptance of such resignation shall
not be necessary to make it effective.

         Any Director or the entire Board of Directors may be removed, with or
without cause, by the holders of a majority of the shares then entitled to vote
at an election of Directors; provided, however, that when the holders of any
class or series are entitled by the Certificate of Incorporation to elect one
(1) or more Directors, then, with respect to the removal without cause of a
Director or Directors so elected, the required majority vote shall be of the
holders of the outstanding shares of such class or series and not of the
outstanding shares as a whole.

         Section 12. Compensation of Directors. The Board may, unless otherwise
restricted by the Certificate of Incorporation or these Bylaws, provide for the
payment to any of the Directors of a specified amount for services as a Director
and/or member of a committee of the Board, or of a specified amount for
attendance at each regular or special Board meeting or committee meeting, or of
both, and all Directors shall be reimbursed for expenses of attendance at any
such meeting; provided, however, that nothing herein contained shall be
construed to preclude any Director from serving the Corporation in any other
capacity and receiving compensation therefor.


                                   ARTICLE IV
                             COMMITTEES OF THE BOARD

         Section 1. Designation, Powers and Name. The Board of Directors may, by
resolution passed by a majority of the whole Board, designate one or more
committees, including, if they shall so determine, an


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<PAGE>   13

Executive Committee, each such committee to consist of one or more of the
Directors of the Corporation.

         Except to the extent restricted by law, the Certificate of
Incorporation, or these Bylaws, each committee designated by the Board of
Directors shall have and may exercise such of the powers of the Board in the
management of the business and affairs of the Corporation as may be provided in
such resolution or in these Bylaws; provided, however, that no such committee
shall have the power or authority in reference to amending the Certificate of
Incorporation (except that a committee may, to the extent authorized in the
resolution or resolutions providing for the issuance of shares of stock adopted
by the Board of Directors pursuant to authority, if any, expressly vested in the
Board by the provisions of the Certificate of Incorporation, (i) fix the
designations and any of the preferences or rights of such shares relating to
dividends, redemption, dissolution, any distribution of assets of the
Corporation or the conversion into, or the exchange of such shares for, shares
of any other class or classes or any other series of the same or any other class
or classes of stock of the Corporation, or (ii) fix the number of shares of any
series of stock or authorize the increase or decrease of the shares of any
series), adopting an agreement of merger or consolidation, recommending to the
stockholders the sale, lease or exchange of all or substantially all of the
Corporation's property and assets, recommending to the stockholders a
dissolution of the Corporation or a revocation of a dissolution, or amending the
Bylaws of the Corporation; and, provided further, that, unless the resolution
establishing the committee, the Certificate of Incorporation or these Bylaws
expressly so provide, no such committee shall have the power or authority to
declare a dividend, to authorize the issuance of stock or to adopt a certificate
of ownership and merger pursuant to Section 253 of the DGCL. The Committee may
authorize the seal of the Corporation to be affixed to all papers which may
require it. The Board of Directors may designate one or more Directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting.

         Section 2. Meetings; Minutes. Unless the Board of Directors shall
otherwise provide, upon designation of any committee by the Board, such
committee shall elect one of its members as chairman and may elect one of its
members as vice chairman and shall adopt rules of proceeding providing for,
among other things, the manner of calling committee meetings, giving notices
thereof, quorum requirements for such meetings, and the methods of conducting
the same. Each committee of Directors shall keep regular minutes of its
proceedings and report the same to the Board of Directors when required.

         Section 3. Compensation. Members of special or standing committees may
be allowed compensation if the Board of Directors shall so determine pursuant to
Section 12 of Article III of these Bylaws.


                                       10
<PAGE>   14

         Section 4. Action by Consent; Participation by Telephone or Similar
Equipment. Unless the Board of Directors, the Certificate of Incorporation or
these Bylaws shall otherwise provide, any action required or permitted to be
taken by any committee may be taken without a meeting if all members of the
committee consent in writing to the adoption of a resolution authorizing the
action. The resolution and the written consents thereto by the members of the
committee shall be filed with the minutes of the proceedings of the committee.
Unless the Board of Directors, the Certificate of Incorporation or these Bylaws
shall otherwise provide, any one or more of the members of any such committee
may participate in any meeting of the committee by means of conference telephone
or similar communications equipment by means of which all persons participating
in the meeting can hear each other. Participation by such means shall constitute
presence in person at a meeting of the committee.

         Section 5. Changes in Committees; Resignations; Removals. The Board
shall have power, by the affirmative vote of a majority of the authorized number
of Directors, at any time to change the members of, to fill vacancies in, and to
discharge any committee of the Board. Any member of any such committee may
resign at any time by giving notice to the Corporation, provided, however, that
notice to the Board, the Chairman of the Board, the President, the chairman of
such committee or the Secretary shall be deemed to constitute notice to the
Corporation. Such resignation shall take effect upon receipt of such notice or
at any later time specified therein; and, unless otherwise specified therein,
acceptance of such resignation shall not be necessary to make it effective. Any
member of any such committee may be removed at any time, with or without cause,
by the affirmative vote of a majority of the authorized number of Directors at
any meeting of the Board called for that purpose.


                                    ARTICLE V
                                    OFFICERS

         Section 1. Officers. The officers of the Corporation shall be a
Chairman of the Board, a Chief Executive Officer, a President, and Chief
Operating Officer (if such office is created by resolution adopted by the
Board), one or more Vice Presidents (any one or more of whom may be designated
Executive Vice President or Senior Vice President), a Secretary and a Treasurer.
The Board of Directors may appoint such other officers and agents, including
Assistant Vice Presidents, Assistant Secretaries and Assistant Treasurers, 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 by the
Board. Any two or more offices may be held by the same person. The Chairman of
the Board shall be elected from among the Directors. With the foregoing
exception, none of the other officers need be a Director, and none of the
officers need be a stockholder of the Corporation unless otherwise required by
the Certificate of Incorporation.



                                       11
<PAGE>   15

         Section 2. Election and Term of Office. The officers of the Corporation
shall be elected annually by the Board of Directors at its first regular meeting
held after the annual meeting of stockholders or as soon thereafter as
conveniently practicable. Each officer shall hold office until his successor
shall have been elected or appointed and shall have been qualified or until his
death or the effective date of his resignation or removal, or until he shall
cease to be a Director in the case of the Chairman of the Board.

         Section 3. Removal and Resignation. Any officer or agent elected or
appointed by the Board of Directors may be removed, with or without cause, by
the affirmative vote of a majority of the Board of Directors whenever, in its
judgment, the best interest of the Corporation shall be served thereby, but such
removal shall be without prejudice to the contractual rights, if any, of the
person so removed. Election or appointment of an officer or agent shall not of
itself create contract rights. Any officer may resign at any time by giving
written notice to the Corporation. Any such resignation shall take effect at the
date of the receipt of such notice or at any later time specified therein, and
unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.

         Section 4. Vacancies. Any vacancy occurring in any office of the
Corporation by death, resignation, removal or otherwise may be filled by the
Board of Directors and, in the case of any vacancy in an office other than the
office of Chairman of the Board (if any) or President, by the President for the
unexpired portion of the term.

         Section 5. Salaries. The salaries of all officers and agents of the
Corporation shall be fixed by the Board of Directors or pursuant to its
direction; and no officer shall be prevented from receiving such salary by
reason of his also being a Director.

         Section 6. Chairman of the Board. The Chairman of the Board (who may
also hold the office of Chief Executive Officer and President or other offices)
shall have such duties as the Board of Directors may prescribe. The Chairman of
the Board shall preside at all meetings of the stockholders and of the Board of
Directors. The Chairman of the Board may sign all certificates for shares of
stock of the corporation. In the Chairman's absence, such duties shall be
attended to by the President or any Vice President.

         Section 7. Chief Executive Officer. Unless and to the extent that such
powers and duties are expressly delegated to the Chairman of the Board or the
President by the Board of Directors, the Chief Executive Officer shall be the
Chief Executive Officer of the Corporation and, subject to the supervision of
the Board of Directors, shall, together with the Chairman of the Board and the
President, have general management and control of the business and property of
the Corporation in the ordinary course of its business with all such powers with
respect to such general management and control as may be 

                                       12
<PAGE>   16

reasonably incident to such responsibilities, including, but not limited to, the
power to employ, discharge, or suspend employees and agents of the Corporation,
to fix the compensation of employees and agents, and to suspend, with or without
cause, any officer of the Corporation pending final action by the Board of
Directors with respect to continued suspension, removal, or reinstatement of
such officer. The Chief Executive Officer may, without limitation, agree upon
and execute all division and transfer orders, bonds, contracts, and other
obligations in the name of the Corporation.

         Section 8. President and Chief Operating Officer. Unless and to the
extent that such powers and duties are expressly delegated to the Chairman of
the Board or the Chief Executive Officer by the Board of Directors, the
President and Chief Operating Officer shall be an executive officer of the
Corporation and, subject to the supervision of the Board of Directors, shall,
together with the Chairman of the Board and the Chief Executive Officer, have
general management and control of the business and property of the Corporation
in the ordinary course of its business with all such powers with respect to such
general management and control as may be reasonably incident to such
responsibilities, including, but not limited to, the power to employ, discharge,
or suspend employees and agents of the Corporation pending final action by the
Board of Directors with respect to continued suspension, removal, or
reinstatement of such officer. The President and Chief Operating Officer may,
without limitation, agree upon and execute all division and transfer orders,
bonds, contracts, and other obligations in the name of the Corporation.

         Section 9. Vice Presidents. Each Vice President shall have such powers
and duties as may be assigned to him by the Board of Directors, the Chairman of
the Board, or the President, and (in order of their seniority as determined by
the Board of Directors or, in the absence of such determination, as determined
by the length of time they have held the office of Vice President) shall
exercise the powers of the President during that officer's absence or inability
to act. As between the Corporation and third parties, any action taken by a Vice
President in the performance of the duties of the President shall be conclusive
evidence of the absence or inability to act of the President at the time such
action was taken.

         Section 10. Treasurer. The Treasurer shall have custody of the
Corporation's funds and securities, shall keep full and accurate account of
receipts and disbursements, shall deposit all monies and valuable effects in the
name and to the credit of the Corporation in such depository or depositories as
may be designated by the Board of Directors, and shall perform such other duties
as may be prescribed by the Board of Directors, the Chairman of the Board, or
the President.

         Section 11. Assistant Treasurer. Each Assistant Treasurer shall have
such powers and duties as may be assigned to him by the Board of Directors, the
Chairman of the Board, or the President. The Assistant Treasurers (in the order
of their seniority as determined by the Board of Directors or, in the absence of
such a determination, as determined by 


                                       13
<PAGE>   17

the length of time they have held the office of Assistant Treasurer) shall
exercise the powers of the Treasurer during that officer's absence or inability
to act.

         Section 12. Secretary. Except as otherwise provided in these Bylaws,
the Secretary shall keep the minutes of all meetings of the Board of Directors
and of the stockholders in books provided for that purpose, and he shall attend
to the giving and service of all notices. He may sign with the Chairman of the
Board or the President, in the name of the Corporation, all contracts of the
Corporation and affix the seal of the Corporation thereto. He may sign with the
Chairman of the Board or the President all certificates for shares of stock of
the Corporation, and he shall have charge of the certificate books, transfer
books, and stock papers as the Board of Directors may direct, all of which shall
at all reasonable times be open to inspection by any director upon application
at the office of the Corporation during business hours. He shall in general
perform all duties incident to the office of the Secretary, subject to the
control of the Board of Directors, the Chairman of the Board, and the President.

         Section 13. Assistant Secretaries. Each Assistant Secretary shall have
such powers and duties as may be assigned to him by the Board of Directors, the
Chairman of the Board, or the President. The Assistant Secretaries (in the order
of their seniority as determined by the Board of Directors or, in the absence of
such a determination, as determined by the length of time they have held the
office of Assistant Secretary) shall exercise the powers of the Secretary during
that officer's absence or inability to act.


                                   ARTICLE VI
                    CONTRACTS, CHECKS, LOANS, DEPOSITS, ETC.

         Section 1. Contracts. The Board may authorize any officer or officers,
agent or agents, in the name and on behalf of the Corporation, to enter into any
contract or to execute and deliver any instrument, which authorization may be
general or confined to specific instances; and, unless so authorized by the
Board, no agent or employee who is not an officer shall have any power or
authority to bind the Corporation by any contract or engagement or to pledge its
credit or to render it liable pecuniarily for any purpose or for any amount.

         Section 2. Checks, etc. All checks, drafts, bills of exchange or other
orders for the payment of money out of the funds of the Corporation, and all
notes or other evidences of indebtedness of the Corporation, shall be signed in
the name and on behalf of the Corporation in such manner as shall from time to
time be authorized by the Board, which authorization may be general or confined
to specific instances.

                                       14
<PAGE>   18

         Section 3. Loans. No loan shall be contracted on behalf of the
Corporation, and no negotiate paper shall be issued in its name, unless
authorized by the Board, which authorization may be general or confined to
specific instances. All bonds, debentures, notes and other obligations or
evidences of indebtedness of the Corporation issued for such loans shall be
made, executed and delivered as the Board shall authorize.

         Section 4. Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositories as may be selected by or in
the manner designated by the Board. The Board or its designees may make such
special rules and regulations with respect to such bank accounts, not
inconsistent with the provisions of these Bylaws, as may be deemed expedient.


                                   ARTICLE VII
                                  CAPITAL STOCK

         Section 1. Stock Certificates. Each stockholder of the Corporation
shall be entitled to have, in such form as shall be approved by the Board, a
certificate or certificates signed by the Chairman of the Board or the President
and by either the Treasurer or an Assistant Treasurer or the Secretary or an
Assistant Secretary (except that, when any such certificate is countersigned by
a transfer agent or registered by a registrar other than the Corporation itself
or any employee, the signatures of any such officers may be facsimiles, engraved
or printed), which may be sealed with the seal of the Corporation (which seal
may be a facsimile, engraved or printed), certifying the number of shares of
capital stock of the Corporation owned by such stockholder. In case any officer
who has signed or whose facsimile signature has been placed upon any such
certificate shall have ceased to be such officer before such certificate is
issued, such certificate may be issued by the Corporation with the same effect
as if he were such officer at the date of its issue.

         If the Corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional, or other special rights of
each class of stock or series thereof, and the 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, except as
otherwise stated in Section 202 of the DGCL, 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 the 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

                                       15
<PAGE>   19

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

         Section 2. List of Stockholders Entitled To Vote. The officer of the
Corporation who has charge of the stock ledger of the Corporation shall prepare
and make or cause to have prepared or made, 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. Such list shall be open to the examination of any stockholder, for
any purpose germane to the meeting, during ordinary business hours, for a period
of at least ten (10) days prior to the meeting, either at a place within the
city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place where the meeting
is to be held. The list shall also be produced and kept at the time and place of
the meeting during the whole time thereof, and may be inspected by any
stockholder of the Corporation who is present.

         Section 3. Stock Ledger. The stock ledger of the Corporation shall be
the only evidence as to who are the stockholders entitled to examine the stock
ledger, the list required by Section 2 of this Article VII or the books and
records of the Corporation, or to vote in person or by proxy at any meeting of
stockholders.

         Section 4. Transfer of Capital Stock. Transfers of shares of capital
stock of the Corporation shall be made only on the stock record of the
Corporation by the holder of record thereof or by his attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary of
the Corporation or the transfer agent thereof, and only on surrender of the
certificate or certificates representing such shares, properly endorsed or
accompanied by a duly executed stock transfer power. The Board may make such
additional rules and transfer of certificates representing shares of uncertified
shares of the capital stock of the Corporation.

         Section 5. Lost Certificates. The Board of Directors may direct a new
certificate to be issued in place of any certificate theretofore issued by the
Corporation alleged to have been lost, stolen or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate of stock to be
lost, stolen or destroyed. When authorizing such issue of a new certificate, 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 his legal representative, 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 or the issuance of such new certificate.

         Section 6. Fixing of Record Date. In order that the Corporation may
determine the stockholders entitled to notice of or to vote at any


                                       16
<PAGE>   20

meeting of stockholders or any adjournment thereof, or entitled to receive
payment of any dividends or other distribution or allotment of any rights, or
entitled to exercise any rights in respect of any change, conversion or exchange
of stock, or for the purpose of any other lawful action, the Board may fix, in
advance, a record date, which record date shall (i) not precede the date upon
which the resolution fixing the record date is adopted by the Board and (ii) not
be more than sixty days prior to any other action. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned meeting.

         In order that the Corporation may determine the stockholders entitled
to consent to corporate action in writing without a meeting, the Board of
Directors may fix a record date, which record date shall (i) not precede the
date upon which the resolution fixing the record date is adopted by the Board
and (ii) not be more than ten days after the date upon which the resolution
fixing the record date is adopted by the Board.

         Section 7. Beneficial Owners. 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 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 law.


                                  ARTICLE VIII
                                    DIVIDENDS

         Section 1. Declaration. 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 capital stock, subject to the provisions of the Certificate of
Incorporation.

         Section 2. Reserve. 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 Board of 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 Board of Directors shall think conducive to the
interests of the Corporation, and the Directors may modify or abolish any such
reserve in the manner in which it was created.


                                       17

<PAGE>   21
                                   ARTICLE IX
                                 INDEMNIFICATION

         Section 1. Indemnification. The Corporation shall indemnify to the full
extent authorized or permitted by Section 145 of the DGCL any person (his heirs,
executors and administrators) made, or threatened to be made, a party to any
action, suit or proceeding (whether civil, criminal, administrative or
investigative) by reasons of the fact that he is or was a Director, officer,
employee or agent of the Corporation or by reason of the fact that as such
Director, officer, employee or agent, at the request of the Corporation, is or
was serving any other corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, in any capacity. Nothing contained herein
shall affect any rights to indemnification to which Directors, officers,
employees and agents of the Corporation may be entitled by law.

         Section 2. Advancement of Expenses. Expenses (including attorneys'
fees) incurred by an officer or Director of the Corporation in defending any
civil, criminal, administrative or investigative action, suit or proceeding may
be paid by the Corporation in advance of the final disposition of such action,
suit or proceeding as authorized by the Board of Directors upon receipt of an
undertaking by or on behalf of such Director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the Corporation as authorized in this Article IX. Such expenses incurred by
employees and agents of the Corporation other than Directors and officers may
be paid upon such terms and conditions, if any, as the Board of Directors deems
appropriate.

         Section 3. Non-Exclusivity. The indemnification and advancement of
expenses provided for hereby shall not be deemed exclusive of any other rights
to which a person seeking indemnification or advancement of expenses may be
entitled under any bylaw, agreement, vote of stockholders or disinterested
Directors, or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office.

         Section 4. Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a Director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise against any
liability asserted against him and incurred by him in any such capacity, arising
out of his status as such, whether or not the Corporation would have the power
to indemnify him against such liability under the provisions of this Article IX.

         Section 5. Continuity. The indemnification and advancement of expenses
provided for in this Article IX shall, unless otherwise provided when authorized
or ratified, continue as to a person who as ceased to be a Director, officer,
employee or agent of the Corporation

                                       18
<PAGE>   22

and shall inure to the benefit of the heirs, executors and administrators of
such a person.


                                    ARTICLE X
                                      SEAL

         The seal of the Corporation shall be such as from time to time may be
approved by the Board of Directors.


                                   ARTICLE XI
                                WAIVER OF NOTICE

         Whenever any notice is required by law, the Certificate of
Incorporation or these Bylaws to be given to any Director, member of a committee
or stockholder, 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. Attendance of a person at a meeting shall
constitute a waiver of notice for such meeting, except when the person attends a
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the stockholders, Directors, or members of a
committee of Directors need be specified in any written waiver of notice unless
so required by the Certificate of Incorporation or these Bylaws.


                                   ARTICLE XII
                                   AMENDMENTS

         These Bylaws or any of them may be amended or supplemented in any
respect at any time, either (a) at any meeting of stockholders, provided that
any amendment or supplement proposed to be acted upon at any such meeting shall
have been described or referred to in the notice of such meeting, or (b) at any
meeting of the Board, provided that any amendment or supplement proposed to be
acted upon at any such meeting shall have been described or referred to in the
notice of such meeting or an announcement with respect thereto shall have been
made at the last previous Board meeting, and provided further that no amendment
or supplement adopted by the Board shall vary or conflict with any amendment or
supplement adopted by the stockholders. Notwithstanding the preceding sentence,
the affirmative vote of the holders of at least 66 2/3% of the voting power of
the then outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors, voting together as a single class, shall
be required to amend or repeal, or adopt any provisions inconsistent with
Article II, Section 3; Article II, Section 8; Article II, Section 11; Article
III, Section 4; or this sentence.


                                       19
<PAGE>   23

         I, the undersigned, being the Secretary of the Corporation DO HEREBY
CERTIFY THAT the foregoing are the Bylaws of said Corporation, as adopted by the
Board of Directors of said Corporation as of ___________________ _____, 1993.



                                 -------------------------------------
                                 Alex W. Young
                                 Secretary


1d3450G


                                       20