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                                   EXHIBIT 3.2



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                                    BYLAWS OF

                              VIRGINIA GAS COMPANY

                           AS AMENDED ON JUNE 10, 1998

                                    ARTICLE I

                                     OFFICES

                  SECTION 1.1 PRINCIPAL OFFICE. The principal office of the
Corporation shall be in the City of Abingdon, Virginia.

                  SECTION 1.2 REGISTERED OFFICE. The registered office of the
Corporation required to be maintained in the State of Delaware by the General
Corporation Laws of the State of Delaware, may be, but need not be, identical
with the Corporation's principal office, and the address of the registered
office may be changed from time to time by the Board of Directors.

                  SECTION 1.3 OTHER OFFICES. The Corporation may also have
offices at such other places both within and without the State of Delaware as
the Board of Directors may from time to time determine or the business of the
Corporation may require.

                                   ARTICLE II

                             STOCKHOLDERS' MEETINGS

                  SECTION 2.1 ANNUAL MEETING. The annual meeting of the holders
of shares of each class or series of stock as are entitled to notice thereof and
to vote thereat pursuant to applicable law and the Corporation's Certificate of
Incorporation for the purpose of electing directors and transacting such other
proper business as may come before it shall be held in each year, at such time,
on such day and at such place, within or without the State of Delaware, as may
be designated by the Board of Directors.

                  SECTION 2.2 SPECIAL MEETINGS. In addition to such special
meetings as are provided by law or the Corporation's Certificate of
Incorporation, special meetings of the holders of any class or series or of all
classes or series of the Corporation's stock for any purpose or purposes, may be
called at any time by the Board of Directors and may be held on such day, at
such time and at such place, within or without the State of Delaware, as shall
be designated by the Board of Directors.

                  SECTION 2.3 NOTICE OF MEETINGS AND ADJOURNED MEETINGS. Except
as otherwise provided by law, written notice of any meeting of Stockholders (i)
shall be given either by personal delivery or by mail to each Stockholder of
record entitled to vote thereat, (ii) shall be in such form as is approved by
the Board of Directors, and (iii) shall state the date, place and hour of the
meeting, and, in the case of a special meeting, the purpose or purposes for
which the meeting is called. Unless otherwise provided by law, such written
notice shall be given not less than ten (10) nor more than sixty (60) days
before the date of the meeting. Except when a Stockholder attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business on the ground that the


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meeting is not lawfully called or convened, presence in person or by proxy of a
Stockholder shall constitute a waiver of notice of such meeting. Further, a
written waiver of any notice required by law or by these Bylaws, signed by the
person entitled to notice, whether before or after the time stated therein,
shall be deemed equivalent to notice. Except as otherwise provided by law, the
business that may be transacted at any such meeting shall be limited to and
consist of the purpose or purposes stated in such notice. If a meeting is
adjourned to another time or place, notice need not be given of the adjourned
meeting if the time and place thereof are announced at the meeting at which the
adjournment is taken; PROVIDED, HOWEVER, that if the adjournment is for more
than thirty (30) days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each Stockholder of record entitled to vote at the meeting.

                  SECTION 2.4 VOTING LISTS. The officer or agent having charge
of the stock transfer books for shares of the Corporation shall keep a complete
list of Stockholders entitled to vote at meetings or any adjournments thereof,
arranged in alphabetical order, in accordance with applicable law and shall make
same available prior to and during each Stockholders' meeting for inspection by
the Corporation's Stockholders as required by law. The Corporation's original
stock transfer books shall be PRIMA FACIE evidence as to who are the
Stockholders entitled to examine such list or transfer books or to vote at any
meeting of Stockholders.

                  SECTION 2.5 QUORUM. Except as otherwise provided by law or by
the Corporation's Certificate of Incorporation, the holders of a majority of the
Corporation's stock issued and outstanding and entitled to vote at a meeting,
present in person or represented by proxy, without regard to class or series,
shall constitute a quorum at all meetings of the Stockholders for the
transaction of business. If, however, such quorum shall not be present or
represented at any meeting of the Stockholders, the holders of a majority of the
shares of stock present in person or represented by proxy and entitled to vote,
may adjourn any meeting from time to time without notice other than announcement
at the meeting, except as otherwise required by these Bylaws, until a quorum
shall be present or represented. At any such adjourned meeting at which a quorum
shall be present or represented, any business may be transacted which might have
been transacted at the meeting as originally called.

                  SECTION 2.6 ORGANIZATION. Meetings of the Stockholders shall
be presided over by the Chairman of the Board of Directors, if one shall be
elected, or in his absence, by the President or by any Vice President, or, in
the absence of any of such officers, by a chairman to be chosen by a majority of
the Stockholders entitled to vote at the meeting who are present in person or by
proxy. The Secretary, or, in his absence, any Assistant Secretary or any person
appointed by the individual presiding over the meeting, shall act as secretary
at meetings of the Stockholders.

                  SECTION 2.7 VOTING. Each Stockholder of record, as determined
pursuant to Section 2.8, who is entitled to vote in accordance with the terms of
the Corporation's Certificate of Incorporation and in accordance with the
provisions of these Bylaws, shall be entitled to one vote, in person or by
proxy, for each share of stock registered in his name on the books of the
Corporation. Every Stockholder entitled to vote at any Stockholders' meeting may
authorize another person or persons to act for him by proxy pursuant to Section
2.12(c), provided that no such proxy shall be voted or acted upon after three
years from its date, unless the proxy provides for a longer period. A duly
executed proxy shall be irrevocable if it states that it is irrevocable and if,
and only so long as, it is coupled with an interest sufficient in law to support
an irrevocable power. A Stockholder's attendance at any meeting shall not have
the effect of revoking a previously granted proxy unless such Stockholder shall
in writing so notify the Secretary of


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the meeting prior to the voting of the proxy. Unless otherwise provided by law,
no vote on the election of directors or any question brought before the meeting
need be by ballot unless the chairman of the meeting shall determine that it
shall be by ballot or the holders of a majority of the shares of stock present
in person or by proxy and entitled to participate in such vote shall so demand.
In a vote by ballot, each ballot shall state the number of shares voted and the
name of the Stockholder or proxy voting. Except as otherwise provided by law, by
the Corporation's Certificate of Incorporation or these Bylaws, all elections of
directors and all other matters before the Stockholders shall be decided by the
vote of the holders of a majority of the shares of stock present in person or by
proxy at the meeting and entitled to vote in the election or on the question. In
the election of directors, votes may not be cumulated.

                  SECTION 2.8 STOCKHOLDERS ENTITLED TO VOTE. The Board of
Directors may fix a date not more than sixty (60) days nor less than ten (10)
days prior to the date of any meeting of Stockholders, or, in the case of
corporate action by written consent in accordance with the terms of Section
2.10, not prior to the date upon which the resolution of the Board of Directors
fixing the record date is adopted and not more than ten (10) days after the date
upon which the resolution of the Board of Directors fixing the record date is
adopted, as a record date for the determination of the Stockholders entitled to
notice of and to vote at such meeting and any adjournment thereof, or to act by
written consent, and in each case such Stockholders and only such Stockholders
as shall be Stockholders of record on the date so fixed shall be entitled to
notice of and to vote at such meeting and any adjournment thereof, or to act by
written consent, as the case may be, notwithstanding any transfer of any stock
on the books of the Corporation after such record date fixed as aforesaid.

                  SECTION 2.9 ORDER OF BUSINESS. The order of business at all
meetings of Stockholders shall be as determined by the chairman of the meeting
or as is otherwise determined by the vote of the holders of a majority of the
shares of stock present in person or by proxy and entitled to vote without
regard to class or series at the meeting.

                  SECTION 2.10  STOCKHOLDER PROPOSALS.

                       (a) At any annual meeting of the Stockholders, only such
business shall be conducted as shall have been brought before the meeting (i) by
or at the direction of the Board of Directors or (ii) by any Stockholder of the
Corporation who is entitled to vote with respect thereto and who complies with
the notice procedures set forth in this Section 2.10. For business to be
properly brought before an annual meeting by a Stockholder, the Stockholder must
have given timely notice thereof in writing to the Secretary of the Corporation.
To be timely, a Stockholder's notice must be delivered or mailed to and received
at the principal executive offices of the Corporation not less than ninety (90)
days prior to the date of the annual meeting; except that in the event that less
than one hundred (100) days' notice or prior public disclosure of the date of
the meeting is given or made to Stockholders, notice by the Stockholder must be
received not later than the close of business on the 10th day following the day
on which such notice of the date of the annual meeting was mailed or such public
disclosure was made. A Stockholder's notice to the Secretary shall set forth as
to each matter such Stockholder proposes to bring before the annual meeting (i)
a brief description of the business 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 who proposes such business, (iii) the class and number of shares of
the Corporation's capital stock that are beneficially owned by such Stockholder
and (iv) any material interest of such Stockholder in such business.
Notwithstanding anything in these Bylaws to the contrary, no business shall be
brought before or


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conducted at an annual meeting except in accordance with the provisions of this
Section 2.10. The chairman of the annual meeting shall, if the facts so warrant,
determine and declare to the meeting that business was not properly brought
before the meeting in accordance with the provisions of this Section 2.10 and,
if he should so determine, shall so declare to the meeting, and any such
business so determined to be not properly brought before the meeting shall not
be transacted.


                           At any special meeting of the Stockholders, only such
business shall be conducted as shall have been brought before the meeting by or
at the direction of the Board of Directors.

                           (b) Only persons who are nominated in accordance with
the procedures set forth in these Bylaws shall be eligible for election as
directors. Nominations of persons for election to the Board of Directors of the
Corporation may be made at a meeting of Stockholders at which directors are to
be elected 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 2.10. Such nominations, other than those made by or at the
direction of the Board of Directors, shall be made by timely notice in writing
to the Secretary of the Corporation. To be timely, a Stockholder's notice shall
be delivered or mailed to and received at the principal executive offices of the
Corporation not less than ninety (90) days prior to the date of the meeting;
except that in the event that less than one hundred (100) days' notice or prior
public disclosure of the date of the meeting is given or made to Stockholders,
notice by the Stockholder 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 was mailed or such public disclosure was made. Such Stockholder's
notice shall set forth (i) as to each person whom such 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 is otherwise required, in each case pursuant to Rule
14A under the Securities Exchange Act 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 (ii) as to the Stockholder giving the
notice (x) the name and address, as they appear on the Corporation's books, of
such Stockholder and (y) the class and number of shares of the Corporation's
capital stock that are beneficially owned by such Stockholder. At the request of
the Board of Directors, any person nominated by the Board of Directors for
election as a director shall furnish to the Secretary of the Corporation that
information required to be set forth in a Stockholder's notice of nomination
which pertains to the nominee. No person shall be eligible for election as a
director of the Corporation unless nominated in accordance with the provisions
of this Section 2.10. The chairman of the meeting shall, if the facts so
warrant, determine that a nomination was not made in accordance with such
provisions and, if he should so determine, shall so declare to the meeting, and
the defective nomination shall be disregarded.

                 SECTION 2.11 ACTION BY WRITTEN CONSENT. Unless otherwise
provided by law or the Corporation's Certificate of Incorporation, any action
required or permitted to be taken by the Stockholders of the Corporation may be
taken without prior notice and an actual meeting if a consent in writing setting
forth the action so taken shall be signed by the holders of outstanding stock
having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares entitled to vote
thereon were present and voted. Except as provided above, no action shall be
taken by the Stockholders by written consent. Prompt notice of the taking of any
corporate action without a meeting by less than unanimous written consent shall
be given to those Stockholders who have not consented in writing.



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                  SECTION 2.12 AUTHORIZATION OF PROXIES. Without limiting the
manner in which a Stockholder may authorize another person or persons to act for
him as proxy, the following are valid means of granting such authority. A
Stockholder may execute a writing authorizing another person or persons to act
for him as proxy. Execution may be accomplished by the Stockholder or his
authorized officer, director, employee or agent signing such writing or causing
his or her signature to be affixed to such writing by any reasonable means
including, but not limited to, by facsimile signature. A Stockholder may also
authorize another person or persons to act for him as proxy by transmitting or
authorizing the transmission of a telegram, cablegram, or other means of
electronic transmission to the person who will be the holder of the proxy or to
a proxy solicitation firm, proxy support service organization or like agent duly
authorized by the person who will be the holder of the proxy to receive such
transmission, provided that any such telegram, cablegram or other means of
electronic transmission must either set forth or be submitted with information
from which it can be determined that the telegram, cablegram or other electronic
transmission was authorized by the Stockholder. If it is determined that such
telegrams, cablegrams or other electronic transmissions are valid, the
inspectors or, if there are no inspectors, such other persons making that
determination shall specify the information upon which they relied. Any copy,
facsimile telecommunication or other reliable reproduction of the writing or
transmission created pursuant to this section may be substituted or used in lieu
of the original writing or transmission for any and all purposes for which the
writing or transmission could be used, provided that such copy, facsimile
telecommunication or other reproduction shall be a complete reproduction of the
entire original writing or transmission.

                  SECTION 2.13  INSPECTORS AND VOTING PROCEDURES.

                           (a) The Corporation shall, in advance of any meeting
of Stockholders, appoint one or more inspectors to act at the meeting and make a
written report thereof. The Corporation may designate one or more persons as
alternate inspectors to replace any inspector who fails to act. If no inspector
or alternate is able to act at a meeting of Stockholders, the person presiding
at the meeting shall appoint one or more inspectors to act at the meeting. Each
inspector, before entering upon the discharge of his duties, shall take and sign
an oath faithfully to execute the duties of inspector with strict impartiality
and according to the best of his ability.

                           (b) The inspectors shall (i) ascertain the number of
shares outstanding and the voting power of each, (ii) determine the shares
represented at a meeting 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 the
inspectors, and (v) certify their determination of the number of shares
represented at the meeting, and their count of all votes and ballots. The
inspectors may appoint or retain other persons or entities to assist the
inspectors in the performance of the duties of the inspectors.

                           (c) The date and time of the opening and closing of
the polls for each matter upon which the Stockholders will vote at a meeting
shall be announced at the meeting. No ballot, proxies or votes, nor any
revocations thereof or changes thereto, shall be accepted by the inspectors
after the closing of the polls unless the Court of Chancery upon application by
a Stockholder shall determine otherwise.


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                           (d) In determining the validity and counting of
proxies and ballots, the inspectors may examine and consider such records or
factors as allowed by the General Corporation Laws of the State of Delaware.

                                   ARTICLE III

                                    DIRECTORS

                  SECTION 3.1 MANAGEMENT. The property, affairs and business of
the Corporation shall be managed by or under the direction of the Board of
Directors which may exercise all powers of the Corporation and do all lawful
acts and things as are not by law, by the Corporation's Certificate of
Incorporation or by these Bylaws directed or required to be exercised or done by
the Stockholders.

                  SECTION 3.2 CLASSIFICATION OF BOARD. The Board of Directors
shall consist of five members who shall be divided into three classes in respect
of term of office. Of the first Board of Directors elected after the adoption of
these Bylaws, the members of one class, which shall consist of two directors,
shall serve until the annual meeting of Stockholders held in the year following
their election, the members of the second class, which shall consist of two
directors, shall serve until the annual meeting of Stockholders held two years
following their election, and the member of the third class, which shall consist
of one director, shall serve until the annual meeting of Stockholders held three
years following his election; provided, however, that in each case directors
shall continue to serve until their successors shall be elected and shall
qualify. At each annual meeting of Stockholders following election of the first
Board of Directors elected after the adoption of the Bylaws, one class of
directors shall be elected to serve until the annual meeting of Stockholders
held three years next following and until their successors shall be elected and
shall qualify. Directors need not be Stockholders. No decrease in the number of
directors shall have the effect of shortening the term of office or any
incumbent director.

                  SECTION 3.3 QUORUM AND MANNER OF ACTION. At all meetings of
the Board of Directors a majority of the total number of directors holding
office shall constitute a quorum for the transaction of business and the act of
a majority of the directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors, except as may be otherwise
specifically provided by law, by the Corporation's Certificate of Incorporation
or these Bylaws. When the Board of Directors consists of one director, the one
director shall constitute a majority and a quorum. If at any meeting of the
Board of Directors there shall be less than a quorum present, a majority of
those present may adjourn the meeting from time to time until a quorum is
obtained, and no further notice thereof need be given other than by announcement
at such adjourned meeting. Attendance by a director at a meeting shall
constitute a waiver of notice of such meeting except where a director attends a
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business on the ground that the meeting is not
lawfully called or convened.

                  SECTION 3.4 VACANCIES. Except as otherwise provided by law or
the Corporation's Certificate of Incorporation, in the case of any increase in
the authorized number of directors or of any vacancy in the Board of
Directors, however created, the additional director or directors may be
elected, or, as the case may be, the vacancy or vacancies may be filled by
majority vote of the directors remaining on the whole Board of Directors
although less than a quorum, or by a sole remaining director. In the event
one or more directors shall resign, effective at a future date, such vacancy
or vacancies shall be filled by a majority of the directors who will remain
on the whole Board of Directors, although less than a

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quorum, or by a sole remaining director. Any director elected or chosen as
provided herein shall serve until the sooner of: (i) the unexpired term of
the directorship to which he is appointed; (ii) until his successor is
elected and qualified; or (iii) until his earlier resignation or removal.

                  SECTION 3.5 RESIGNATIONS. A director may resign at any time
upon written notice of resignation to the Corporation. Any resignation shall be
effective immediately unless a certain effective date is specified therein, in
which event it will be effective upon such date and acceptance of any
resignation shall not be necessary to make it effective.

                  SECTION 3.6 REMOVALS. Any director or the entire Board of
Directors may be removed, with or without cause, and another person or persons
may be elected to serve for the remainder of his or their term by the holders of
a majority of the shares of the Corporation entitled to vote in the election of
directors. In case any vacancy so created shall not be filled by the
Stockholders at such meeting, such vacancy may be filled by the directors as
provided in Section 3.4.

                  SECTION 3.7 ANNUAL MEETINGS. The annual meeting of the Board
of Directors shall be held, if a quorum be present, immediately following each
annual meeting of the Stockholders at the place such meeting of Stockholders
took place, for the purpose of organization and transaction of any other
business that might be transacted at a regular meeting thereof, and no notice of
such meeting shall be necessary. If a quorum is not present, such annual meeting
may be held at any other time or place that may be specified in a notice given
in the manner provided in Section 3.9 for special meetings of the Board of
Directors or in a waiver of notice thereof.

                  SECTION 3.8 REGULAR MEETINGS. Regular meetings of the Board of
Directors may be held without notice at such places and times as shall be
determined from time to time by resolution of the Board of Directors. Except as
otherwise provided by law, any business may be transacted at any regular meeting
of the Board of Directors.

                  SECTION 3.9 SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by the President, or by the Secretary on the written
request of one-third (l/3) of the members of the whole Board of Directors
stating the purpose or purposes of such meeting. Notices of special meetings, if
mailed, shall be mailed to each director not later than five (5) days before the
day the meeting is to be held or if otherwise given in the manner permitted by
these Bylaws, not later than the day before such meeting. Neither the business
to be transacted at, nor the purpose of, any special meeting need be specified
in any notice or written waiver of notice unless so required by the
Corporation's Certificate of Incorporation or by these Bylaws. Any and all
business may be transacted at a special meeting, unless limited by law, the
Corporation's Certificate of Incorporation or by these Bylaws.

                  SECTION 3.10 ORGANIZATION OF MEETINGS. At any meeting of the
Board of Directors, business shall be transacted in such order and manner as
such Board of Directors may from time to time determine, and all matters shall
be determined by the vote of a majority of the directors present at any meeting
at which there is a quorum, except as otherwise provided by these Bylaws or
required by law.

                  SECTION 3.11 PLACE OF MEETINGS. The Board of Directors may
hold their meetings and have one or more offices, and keep the books of the
Corporation, outside the State of Delaware, at any office or offices of the
Corporation, or at any other place as they may from time to time by resolution
determine.


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                  SECTION 3.12 COMPENSATION OF DIRECTORS. Directors shall not
receive any stated salary for their services as directors, but by resolution of
the Board of Directors a fixed honorarium or fees and expenses, if any, of
attendance may be allowed for attendance at each meeting. Nothing herein
contained shall be construed to preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
such committee meetings.

                  SECTION 3.13 ACTION BY UNANIMOUS WRITTEN CONSENT. Unless
otherwise restricted by law, the Corporation's Certificate of Incorporation or
these Bylaws, any action required or permitted to be taken at any meeting of the
Board of Directors or of any committee thereof may be taken without a meeting if
all members of the Board of Directors or of such committee, as the case may be,
consent thereto in writing and the writing or writings are filed with the
minutes of proceedings of the Board of Directors or the committee.

                  SECTION 3.14 PARTICIPATION IN MEETINGS BY TELEPHONE. Unless
otherwise restricted by the Corporation's Certificate of Incorporation or these
Bylaws, members of the Board of Directors or of any committee thereof may
participate in a meeting of such Board of Directors or 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 in a
meeting in such manner shall constitute presence in person at such meeting,
except where a person participates in the meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any business
on the grounds that the meeting is not lawfully called or convened.

                                   ARTICLE IV

                             COMMITTEES OF THE BOARD

                  SECTION 4.1 MEMBERSHIP AND AUTHORITIES. The Board of Directors
may, by resolution or resolutions passed by a majority of the whole Board of
Directors, designate one (1) or more Directors to constitute an Executive
Committee and such other committees as the Board of Directors may determine,
each of which committees to the extent provided in said resolution or
resolutions or in these Bylaws, shall have and may exercise all the powers of
the Board of Directors in the management of the business and affairs of the
Corporation, except in those cases where the authority of the Board of Directors
is specifically denied to the Executive Committee or such other committee or
committees by law, the Corporation's Certificate of Incorporation or these
Bylaws, and may authorize the seal of the Corporation to be affixed to all
papers that may require it. The designation of an Executive Committee or other
committee and the delegation thereto of authority shall not operate to relieve
the Board of Directors, or any member thereof, of any responsibility imposed
upon it or him by law.

                  SECTION 4.2 NOMINATING COMMITTEE. The Board of Directors shall
appoint a Nominating Committee of the Board, consisting of three (3) members,
one of which shall be the President of the Corporation if, and only so long as,
the President remains in office as a member of the Board of Directors. The
Nominating Committee shall have authority (a) to review any nominations for
election to the Board of Directors made by a Stockholder of the Corporation
pursuant to Section 2.10 of these Bylaws in order to determine compliance with
such Bylaw, and (b) to recommend to the Board of




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Directors nominees for election to the Board of Directors to replace those
directors whose terms expire at the next ensuing annual meeting of Stockholders.

                  SECTION 4.3 MINUTES. Each committee designated by the Board of
Directors shall keep regular minutes of its proceedings and report the same to
the Board of Directors when required.

                  SECTION 4.4 VACANCIES. The Board of Directors may designate
one (1) or more of its members as alternate members of any committee who may
replace any absent or disqualified member at any meeting of such committee. If
no alternate members have been appointed, the committee member or members
thereof present at any meeting and not disqualified from voting, whether or not
he or they constitute a quorum, may unanimously appoint another member of the
Board of Directors to act at the meeting in the place of any absent or
disqualified member. The Board of Directors shall have the power at any time to
fill vacancies in, to change the membership of, and to dissolve, any committee.

                  SECTION 4.5 TELEPHONE MEETINGS. Members of any committee
designated by the Board of Directors may participate in or hold a meeting by use
of conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other. Participation in a
meeting pursuant to this Section 4.4 shall constitute presence in person at such
meeting, except where a person participates in the meeting for the express
purpose of objecting, at the beginning of the meeting, to the transaction of any
business on the ground that the meeting is not lawfully called or convened.

                  SECTION 4.6 ACTION WITHOUT MEETING. Any action required or
permitted to be taken at a meeting of any committee designated by the Board of
Directors may be taken without a meeting if a consent in writing, setting forth
the action so taken, is signed by all the members of the committee and filed
with the minutes of the committee proceedings. Such consent shall have the same
force and effect as a unanimous vote at a meeting.

                                    ARTICLE V

                                    OFFICERS

                  SECTION 5.1 NUMBER AND TITLE. The elected officers of the
Corporation shall be chosen by the Board of Directors and shall be a President,
a Vice President, a Secretary and a Treasurer. The Board of Directors may also
choose a Chairman of the Board, who must be a Board member of the Board of
Directors, and additional Vice Presidents, Assistant Secretaries and/or
Assistant Treasurers. One person may hold any two or more of these offices and
any one or more of the Vice Presidents may be designated as an Executive Vice
President or Senior Vice President.

                  SECTION 5.2 TERM OF OFFICE; VACANCIES. So far as is
practicable, all elected officers shall be elected by the Board of Directors at
the annual meeting of the Board of Directors in each year, and except as
otherwise provided in this Article V, shall hold office until the next such
meeting of the Board of Directors in the subsequent year and until their
respective successors are elected and qualified or until their earlier
resignation or removal. All appointed officers shall hold office at the pleasure
of the Board of Directors. If any vacancy shall occur in any office, the Board
of Directors may elect or appoint a successor to fill such vacancy for the
remainder of the term.


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                  SECTION 5.3 REMOVAL OF ELECTED OFFICERS. Any elected officer
may be removed at any time, with or without cause, by affirmative vote of a
majority of the whole Board of Directors, at any regular meeting or at any
special meeting called for such purpose.

                  SECTION 5.4 RESIGNATIONS. Any officer may resign at any time
upon written notice of resignation to the President, Secretary or Board of
Directors of the Corporation. Any resignation shall be effective immediately
unless a date certain is specified for it to take effect, in which event it
shall be effective upon such date, and acceptance of any resignation shall not
be necessary to make it effective, irrespective of whether the resignation is
tendered subject to such acceptance.

                  SECTION 5.5 THE CHAIRMAN OF THE BOARD. The Chairman of the
Board, if one shall be elected, shall preside at all meetings of the
Stockholders and Board of Directors. In addition, the Chairman of the Board
shall perform whatever duties and shall exercise all powers that are given to
him by the Board of Directors.

                  SECTION 5.6 PRESIDENT. The President shall be the chief
executive officer of the Corporation; shall (in the absence of the Chairman of
the Board, if one be elected) preside at meetings of the Stockholders and Board
of Directors; shall be EX OFFICIO a member of all standing committees; shall
have general and active management of business of the corporation; shall
implement the general directives, plans and policies formulated by the Board of
Directors; and shall further have such duties, responsibilities and authorities
as may be assigned to him by the Board of Directors. He may sign, with any other
proper officer, certificates for shares of the Corporation and any deeds, bonds,
mortgages, contracts and other documents which the Board of Directors has
authorized to be executed, except where required by law to be otherwise signed
and executed and except where the signing and execution thereof shall be
expressly delegated by the Board of Directors or these Bylaws, to some other
officer or agent of the Corporation. In the absence of the President, his duties
shall be performed and his authority may be exercised by a Vice President of the
Corporation as may have been designated by the President with the right reserved
to the Board of Directors to designate or supersede any designation so made.

                  SECTION 5.7 VICE PRESIDENTS. The several Vice Presidents shall
have such powers and duties as may be assigned to them by these Bylaws and as
may from time to time be assigned to them by the Board of Directors and may
sign, with any other proper officer, certificates for shares of the Corporation.

                  SECTION 5.8 SECRETARY. The Secretary, if available, shall
attend all meetings of the Board of Directors and all meetings of the
Stockholders and record the proceedings of the meetings in a book to be kept for
that purpose and shall perform like duties for any committee of the Board of
Directors as shall designate him to serve. He shall give, or cause to be given,
notice of all meetings of the Stockholders and meetings of the Board of
Directors and committees thereof and shall perform such other duties incident to
the office of secretary or as may be prescribed by the Board of Directors or the
President, under whose supervision he shall be. He shall have custody of the
corporate seal of the Corporation and he, or any Assistant Secretary, or any
other person whom the Board of Directors may designate, shall have authority to
affix the same to any instrument requiring it, and when so affixed it may be
attested by his signature or by the signature of any Assistant Secretary or by
the signature of such other person so affixing such seal.


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                  SECTION 5.9 ASSISTANT SECRETARIES. Each Assistant Secretary
shall have the usual powers and duties pertaining to his office, together with
such other powers and duties as may be assigned to him by the Board of
Directors, the President or the Secretary. The Assistant Secretary or such other
person as may be designated by the President shall exercise the powers of the
Secretary during that officer's absence or inability to act.

                  SECTION 5.10 TREASURER. The Treasurer shall have the custody
of and be responsible for the corporate funds and securities, shall keep full
and accurate accounts of receipts and disbursements in the books belonging to
the Corporation and shall deposit all moneys and other valuable effects in the
name and to the credit of the Corporation in such depositories as may be
designated by the Board of Directors. He shall disburse the funds of the
Corporation as may be ordered by the Board of Directors, taking proper vouchers
for such disbursements, and shall render to the President and the Board of
Directors, at its regular meetings, or when the Board of Directors so requires,
an account of all his transactions as Treasurer and of the financial condition
of the Corporation and he shall perform all other duties incident to the
position of Treasurer, or as may be prescribed by the Board of Directors or the
President. If required by the Board of Directors, he shall give the Corporation
a bond in such sum and with such surety or sureties as shall be satisfactory to
the Board of Directors for the faithful performance of the duties of his office
and for the restoration to the Corporation, in case of his death, resignation,
retirement or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his possession or under his control belonging
to the Corporation.

                  SECTION 5.11 ASSISTANT TREASURERS. Each Assistant Treasurer
shall have the usual powers and duties pertaining to his office, together with
such other powers and duties as may be assigned to him by the Board of
Directors, the President or the Treasurer. The Assistant Treasurer or such other
person designated by the President shall exercise the power of the Treasurer
during that officer's absence or inability to act.

                  SECTION 5.12 SUBORDINATE OFFICERS. The Board of Directors may
(i) appoint such other subordinate officers and agents as it shall deem
necessary who shall hold their offices for such terms, have such authority and
perform such duties as the Board of Directors may from time to time determine,
or (ii) delegate to any committee or officer the power to appoint any such
subordinate officers or agents.

                  SECTION 5.13 SALARIES AND COMPENSATION. The salary or other
compensation of officers shall be fixed from time to time by the Board of
Directors. The Board of Directors may delegate to any committee or officer the
power to fix from time to time the salary or other compensation of subordinate
officers and agents appointed in accordance with the provisions of Section 5.12.

                                   ARTICLE VI

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

                  (a) The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative by reason of the fact that such person is or was, at any time
prior to or during which this Article VI is in effect, a director, officer,
employee or agent of the Corporation, or is or was, at any time prior to or
during which this Article VI is in effect, serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture,


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trust, employee benefit plan or other enterprise against reasonable expenses
(including attorneys' fees), judgments, fines, penalties, amounts paid in
settlement and other liabilities actually and reasonably incurred by such person
in connection with such action, suit or proceeding to the full extent permitted
by the General Corporation Laws of the State of Delaware, upon such
determination having been made as to such person's good faith and conduct.

                  (b) Expenses (including attorneys' fees) incurred by a person
who is or was a director or officer of the Corporation in appearing at,
participating in or defending any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or investigative, shall
be paid by the Corporation at reasonable intervals in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by
or on behalf of the 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 by this Article VI.

                  (c) It is the intention of the Corporation to indemnify the
persons referred to in this Article VI to the fullest extent permitted by law
and with respect to any action, suit or proceeding arising from events which
occur at any time prior to or during which this Article VI is in effect. The
indemnification and advancement of expenses provided by this Article VI shall
not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be or become entitled under any
law, the Corporation's Certificate of Incorporation, these Bylaws, agreement,
the vote of Stockholders or disinterested directors or otherwise, or under any
policy or policies of insurance purchased and maintained by the Corporation on
behalf of any such person, both as to action in his official capacity and as to
action in another capacity while holding such office and shall continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such person.

                  (d) The indemnification provided by this Article VI shall be
subject to all valid and applicable laws, and, in the event this Article VI or
any of the provisions hereof or the indemnification contemplated hereby are
found to be inconsistent with or contrary to any such valid laws, the latter
shall be deemed to control and this Article VI shall be regarded as modified
accordingly, and, as so modified, to continue in full force and effect.

                                   ARTICLE VII

                                  CAPITAL STOCK

                  SECTION 7.1 CERTIFICATES OF STOCK. Certificates of stock shall
be issued to each Stockholder certifying the number of shares owned by him in
the Corporation and shall be in a form not inconsistent with the Certificate of
Incorporation and as approved by the Board of Directors. The certificates shall
be signed by the Chairman of the Board, the President or a Vice President and by
the Secretary or an Assistant Secretary, or the Treasurer or an Assistant
Treasurer and may be sealed with the seal of the Corporation or a facsimile
thereof. Any or all of the signatures on the certificate may be a facsimile. In
case any officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent or registrar before such certificate is issued, it may
be issued by the Corporation with the same effect as if he were such officer,
transfer agent or registrar at the date of issue.


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                  If the Corporation shall be authorized to issue more than one
(1) class of stock or more than one (1) 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 provided by statute, in lieu of the foregoing
requirements, there may be set forth on the face or back of the certificate
which the Corporation shall issue to represent such class or series of stock, a
statement that the Corporation will furnish without charge to each Stockholder
who so requests the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights.

                  SECTION 7.2 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 owner of such certificate, or his
legal representative. When authorizing the issuance of a new certificate, the
Board of Directors may in its discretion, as a condition precedent to the
issuance thereof, require the owner, or his legal representative, to give a bond
in such form and substance with such surety as it may direct, to indemnify the
Corporation against any claim that may be made on account of the alleged loss,
theft or destruction of such certificate or the issuance of such new
certificate.

                  SECTION 7.3 FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF
RECORD FOR CERTAIN PURPOSES.

                           (a) In order that the Corporation may determine the
Stockholders entitled to receive payment of any dividend or other distribution
or allotment of any rights, or entitled to exercise any rights in respect of any
change, conversion or exchange of capital stock or for the purpose of any other
lawful action, the Board of Directors may fix, in advance, a record date, which
shall not be more than sixty (60) days prior to the date of payment of such
dividend or other distribution or allotment of such rights or the date when any
such rights in respect of any change, conversion or exchange of stock may be
exercised or the date of such other action. In such a case, only Stockholders of
record on the date so fixed shall be entitled to receive any such dividend or
other distribution or allotment of rights or to exercise such rights or for any
other purpose, 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.

                           (b) If no record date is fixed, the record date for
determining Stockholders for any such purpose shall be at the close of business
on the day on which the Board of Directors adopts the resolution relating
thereto.

                  SECTION 7.4 DIVIDENDS. Subject to the provisions of the
Corporation's Certificate of Incorporation, if any, and except as otherwise
provided by law, the directors may declare dividends upon the capital stock of
the Corporation as and when they deem it to be expedient. Such dividends may be
paid in cash, in property or in shares of the Corporation's capital stock.
Before declaring any dividend there may be set apart out of the funds of the
Corporation available for dividends, such sum or sums as the directors from time
to time in their discretion think proper for working capital or as a reserve
fund to meet contingencies or for equalizing dividends, or for such other
purposes as the directors shall think


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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.

                  SECTION 7.5 REGISTERED STOCKHOLDERS. Except as expressly
provided by law, the Corporation's Certificate of Incorporation or these Bylaws,
the Corporation shall be entitled to treat registered Stockholders as the only
holders and owners in fact of the shares standing in their respective names and
the Corporation shall not be bound to recognize any equitable or other claim to
or interest in such shares on the part of any other person, regardless of
whether it shall have express or other notice thereof.

                  SECTION 7.6 TRANSFER OF STOCK. Transfers of shares of the
capital stock of the Corporation shall be made only on the books of the
Corporation by the registered owners thereof, or by their legal representatives
or their duly authorized attorneys. Upon any such transfers the old certificates
shall be surrendered to the Corporation by the delivery thereof to the person in
charge of the stock transfer books and ledgers, by whom they shall be canceled
and new certificates shall thereupon be issued.



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                                  ARTICLE VIII

                            MISCELLANEOUS PROVISIONS

                  SECTION 8.1 CORPORATE SEAL. If one be adopted, the corporate
seal shall have inscribed thereon the name of the Corporation and shall be in
such form as may be approved by the Board of Directors. Said seal may be used by
causing it or a facsimile thereof to be impressed or affixed or in any manner
reproduced.

                  SECTION 8.2 FISCAL YEAR. The fiscal year of the Corporation
shall be fixed by resolution of the Board of Directors.

                  SECTION 8.3 CHECKS, DRAFTS, NOTES. All checks, drafts or other
orders for the payment of money, notes or other evidences of indebtedness issued
in the name of the Corporation shall be signed by such officer or officers,
agent or agents of the Corporation, and in such manner as shall from time to
time be determined by resolution (whether general or special) of the Board of
Directors or may be prescribed by any officer or officers, or any officer and
agent jointly, thereunto duly authorized by the Board of Directors.

                  SECTION 8.4 NOTICE AND WAIVER OF NOTICE. Whenever notice is
required to be given to any director or Stockholder under the provisions of
applicable law, the Corporation's Certificate of Incorporation or these Bylaws,
such notice shall be in writing and delivered either (i) personally, or (ii) by
registered or certified mail, or (iii) by telegram, telecopy, or similar
facsimile means (delivered during the recipient's regular business hours). Such
notice shall be sent to such director or Stockholder at the address or telecopy
number as it appears on the records of the Corporation, unless prior to the
sending of such notice he has designated, in a written request to the Secretary
of the Corporation, another address or telecopy number to which notices are to
be sent. Notices shall be deemed given when received, if sent by telegram,
telex, telecopy or similar facsimile means (confirmation of such receipt by
confirmed facsimile transmission being deemed receipt of communications sent by
telex, telecopy or other facsimile means); and when delivered and receipted for
(or upon the date of attempted delivery where delivery is refused), if
hand-delivered, sent by express courier or delivery service, or sent by
certified or registered mail. Whenever notice is required to be given under any
provision of law, the Corporation's Certificate of Incorporation or these
Bylaws, a waiver thereof in writing, by telegraph, cable or other form of
recorded communication, signed by the person or persons entitled to said notice,
whether before or after the time stated therein, shall be deemed equivalent to
notice. Attendance of a person at a meeting shall constitute a waiver of notice
of 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 on the ground that 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 Corporation's Certificate of Incorporation or these Bylaws.

                  SECTION 8.5 EXAMINATION OF BOOKS AND RECORDS. The Board of
Directors shall determine from time to time whether, and if allowed, when and
under what conditions and regulations the accounts and books of the Corporation
(except such as may by statute be specifically opened to inspection) or any of
them shall be open to inspection by the Stockholders, and the Stockholders'
rights in this respect are and shall be restricted and limited accordingly.



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                  SECTION 8.6 VOTING UPON SHARES HELD BY THE CORPORATION. Unless
otherwise provided by law or by the Board of Directors, the Chairman of the
Board of Directors, if one shall be elected, or the President, if a Chairman of
the Board of Directors shall not be elected, acting on behalf of the
Corporation, shall have full power and authority to attend and to act and to
vote at any meeting of Stockholders of any corporation in which the Corporation
may hold stock and, at any such meeting, shall possess and may exercise any and
all of the rights and powers incident to the ownership of such stock which, as
the owner thereof, the Corporation might have possessed and exercised, if
present. The Board of Directors by resolution from time to time may confer like
powers upon any person or persons.

                                   ARTICLE IX

                                   AMENDMENTS

                  SECTION 9.1 AMENDMENT. The Stockholders may make, repeal,
alter, amend or rescind any of the provisions of these Bylaws by the vote of
holders of not less than a majority of the total voting power of all shares of
stock of the Corporation entitled to vote in the election of directors,
considered for purposes of this Article IX as one class.

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