Exhibit 3.2
                                                                     -----------


                           AMENDED AND RESTATED BYLAWS
                                       OF
                                  PATHNET, INC.

                             A Delaware Corporation
                            ------------------------


                                    ARTICLE 1

                                   DEFINITIONS

                  As  used  in  these  Bylaws,   unless  the  context  otherwise
requires, the term:

                  1.1      "Assistant Secretary" means an Assistant Secretary of
the Corporation.

                  1.2      "Assistant Treasurer" means an Assistant Treasurer of
 the Corporation.

                  1.3      "Board" means the Board of Directors of the 
Corporation.

                  1.4  "Business  Day" means any day which is not a Saturday,  a
Sunday, or a day on which banks are authorized to close in the City of New York.

                  1.5 "Bylaws" means the bylaws of the  Corporation,  as amended
from time to time.

                  1.6  "Certificate of  Incorporation"  means the certificate of
incorporation of the Corporation, as amended, supplemented or restated from time
to time.

                  1.7      "Chairman" means the Chairman of the Board of the
 Corporation.

                  1.8  "Chief  Executive  Officer"  means  the  Chief  Executive
Officer of the Corporation.

                  1.9      "Corporation" means Pathnet, Inc.

                  1.10     "Directors" means directors of the Corporation.

                  1.11 "Entire Board" means all Directors of the  Corporation in
office,  whether or not  present at a meeting  of the  Board,  but  disregarding
vacancies.


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                                                                              3


                  1.12  "Executive  Vice  President"  means  an  Executive  Vice
President of the Corporation.

                  1.13 "General  Corporation Law" means the General  Corporation
Law of the State of Delaware, as amended from time to time.

                  1.14 "Office of the Corporation" means the executive office of
the Corporation,  anything in Section 131 of the General  Corporation Law to the
contrary notwithstanding.

                  1.15     "President" means the President of the Corporation.

                  1.16     "Secretary" means the Secretary of the Corporation.

                  1.17     "Stockholders" means stockholders of the Corporation.

                  1.18     "Treasurer" means the Treasurer of the Corporation.

                  1.19     "Vice President" means a Vice President of the 
Corporation.


                                    ARTICLE 2

                                  STOCKHOLDERS
                                  ------------

                  2.1 PLACE OF MEETINGS.  Every meeting of Stockholders shall be
held at the Office of the  Corporation  or at such other place within or without
the State of Delaware as shall be  designated,  from time to time, by the Board,
the  Chairman or the  President,  and  specified  or fixed in the notice of such
meeting or in the waiver of notice thereof.

                  2.2 ANNUAL MEETING.  A meeting of  Stockholders  shall be held
annually for the election of Directors and the  transaction of other business at
such  hour  and on such  business  day in  each  year  as may be  determined  by
resolution  adopted by  affirmative  vote of a majority vote of the Entire Board
and designated in the notice of meeting.

                  2.3 DEFERRED  MEETING FOR ELECTION OF  DIRECTORS,  ETC. If the
annual meeting of Stockholders for the election of Directors and the transaction
of  other  business  is not  held  on the  date  designated  therefor  or at any
adjournment  of a meeting  convened on such date, the Board shall call a meeting
of  Stockholders  for the election of  Directors  and the  transaction  of other
business as soon thereafter as convenient.


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                                                                               4

                  2.4  SPECIAL  MEETINGS.  A special  meeting  of  Stockholders,
unless otherwise  prescribed by statute, may be called at any time by the Board,
the Chairman or by the President.  At any special  meeting of  Stockholders,  no
business may be  transacted  other than (i) such  business  stated in the notice
thereof given  pursuant to Section 2.6 hereof or in any waiver of notice thereof
given  pursuant to Section 2.7 hereof (in a form  prepared by the  Secretary) or
(ii) such  business as is related to the purpose or purposes of such meeting and
which is  properly  brought  before the  meeting by or at the  direction  of the
Board.

                  2.5 FIXING RECORD DATE. For the purpose of (a) determining the
Stockholders entitled (i) to notice of or to vote at any meeting of Stockholders
or any  adjournment  thereof or (ii) to receive payment of any dividend or other
distribution or allotment of any rights, or to exercise any rights in respect of
any change, conversion or exchange of stock; or (b) any other lawful action, the
Board may fix a record  date,  which record date shall not precede the date upon
which the  resolution  fixing the record date was adopted by the Board and which
record date shall not be (x) in the case of clause (a)(i) above, more than sixty
nor less than ten days  before the date of such  meeting  and (y) in the case of
clause  (a)(ii) or (b) above,  more than sixty days prior to such action.  If no
such record date is fixed:

                                    2.5.1   the record date for determining
          Stockholders  entitled  to  notice  of  or to  vote  at a  meeting  of
          Stockholders  shall  be at the  close  of  business  on the  day  next
          preceding  the day on which notice is given,  or, if notice is waived,
          at the close of  business on the day next  preceding  the day on which
          the meeting is held; and

                                    2.5.2   the record date for determining
          Stockholders  entitled  to  express  consent  to  corporate  action in
          writing   without  a  meeting  (unless   otherwise   provided  in  the
          Certificate  of  Incorporation),  when no prior action by the Board is
          required under the General  Corporation Law, shall be the first day on
          which a signed  written  consent  setting  forth the  action  taken or
          proposed to be taken is  delivered to the  Corporation  by delivery to
          its registered office in the State of 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;  and when prior  action by the Board is  required  under the
          General Corporation Law, the record date for determining  Stockholders
          entitled to consent to corporate  action in writing  without a meeting
          shall be at the  close of  business  on the  date on which  the  Board
          adopts the resolution taking such prior action; and

                                    2.5.3   the record date for determining
          Stockholders  for any purpose  other than those  specified  in Section
          2.5.1 and 2.5.2 hereof shall be at the close of business on the day on
          which the Board adopts the resolution relating thereto.


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                                                                               5

When a  determination  of  Stockholders  entitled to notice of or to vote at any
meeting of  Stockholders  has been made as provided in this  Section  2.5,  such
determination  shall apply to any  adjournment  thereof unless the Board fixes a
new record date for the adjourned meeting.

                  Delivery  made  to  the  Corporation's  registered  office  in
accordance  with Section  2.5.2 shall be by hand or by  certified or  registered
mail, return receipt requested.

                  2.6 NOTICE OF MEETINGS OF  STOCKHOLDERS.  Except as  otherwise
provided in Section 2.7 hereof,  whenever  under the  provisions of any statute,
the Certificate of Incorporation  or these Bylaws,  Stockholders are required or
permitted to take any action at a meeting, written notice shall be given stating
the place,  date 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 any statute,  the Certificate of Incorporation  or these By-laws,  a
copy of the notice of any meeting  shall be given,  personally  or by mail,  not
less than ten nor more than sixty days before the date of the  meeting,  to each
Stockholder  entitled to notice of or to vote at such meeting.  If mailed,  such
notice  shall be deemed to be given when  deposited  in the United  States mail,
with postage  prepaid,  directed to the  Stockholder at his or her address as it
appears on the records of the  Corporation.  An affidavit of the Secretary or an
Assistant  Secretary or of the transfer agent of the Corporation that the notice
required by this Section 2.6 has been given shall,  in the absence of fraud,  be
prima facie evidence of the facts stated therein. When 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,  and at the adjourned  meeting any business may be transacted  that might
have been  transacted  at the meeting as originally  called.  If,  however,  the
adjournment  is for more than thirty  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.

                  2.7  WAIVERS OF NOTICE.  Whenever  the giving of any notice is
required by statute,  the Certificate of Incorporation or these Bylaws, a waiver
thereof, in writing,  signed by the Stockholder or Stockholders entitled to said
notice,  whether  before or after the event as to which such notice is required,
shall be deemed  equivalent to notice.  Attendance by a Stockholder at a meeting
shall  constitute a waiver of notice of such meeting except when the 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 meeting has
not been lawfully called or convened.

                  2.8 LIST OF  STOCKHOLDERS.  The  Secretary  shall  prepare and
make,  or cause to be prepared and made,  at least ten days before every meeting
of  Stockholders,  a complete list of the  Stockholders  entitled to vote at the
meeting,  arranged  in  alphabetical  


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                                                                               6

order,  and  showing the  address of each  Stockholder  and the number of shares
registered in the name of each  Stockholder.  If any voting group  exists,  such
list shall be arranged by voting group and within each voting group by series or
class of shares.  Such list shall be open to the examination of any Stockholder,
the  Stockholder's  agent or attorney,  at the  Stockholder's  expense,  for any
purpose germane to the meeting,  during ordinary business hours, for a period of
at least ten 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  who is
present. The Corporation shall maintain the list of Stockholders in written form
or in another form capable of  conversion  into written form within a reasonable
time.  Upon the willful  neglect or refusal of the  Directors  to produce such a
list at any meeting for the election of Directors,  they shall be ineligible for
election  to any  office at such  meeting.  The stock  ledger  shall be the only
evidence as to who are the  Stockholders  entitled to examine the stock  ledger,
the list of Stockholders or the books of the  Corporation,  or to vote in person
or by proxy at any meeting of Stockholders.

                  2.9 QUORUM OF STOCKHOLDERS;  ADJOURNMENT.  Except as otherwise
provided by any statute,  the Certificate of Incorporation or these Bylaws,  the
holders of a majority of all outstanding shares of stock entitled to vote at any
meeting  of  Stockholders,  present  in person or  represented  by proxy,  shall
constitute a quorum for the transaction of any business at such meeting.  When a
quorum is once present to organize a meeting of  Stockholders,  it is not broken
by the subsequent  withdrawal of any Stockholders.  The holders of a majority of
the shares of stock present in person or  represented by proxy at any meeting of
Stockholders,  including  an  adjourned  meeting,  whether  or not a  quorum  is
present,  may adjourn such meeting to another time and place.  Shares of its own
stock belonging to the Corporation or to another  corporation,  if a majority of
the  shares  entitled  to vote  in the  election  of  Directors  of  such  other
corporation is held, directly or indirectly,  by the Corporation,  shall neither
be entitled to vote nor be counted for quorum purposes;  provided, however, that
the  foregoing  shall  not limit the  right of the  Corporation  to vote  stock,
including but not limited to its own stock, held by it in a fiduciary capacity.

                  2.10  VOTING;   PROXIES.  Unless  otherwise  provided  in  the
Certificate of  Incorporation,  every Stockholder of record shall be entitled at
every  meeting  of  Stockholders  to one vote for each  share of  capital  stock
standing  in  his or her  name  on the  record  of  Stockholders  determined  in
accordance with Section 2.5 hereof. If the Certificate of Incorporation provides
for more or less than one vote for any share on any matter,  each  reference  in
the Bylaws or the General  Corporation Law to a majority or other  proportion of
stock shall  refer to such  majority  or other  proportion  of the votes of such
stock.  The  provisions of Sections 212 and 217 of the General  Corporation  Law
shall apply in determining  whether any shares of capital stock may be voted and
the persons,  if any, entitled to vote such shares; but the Corporation shall be
protected in 


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                                                                               7


assuming  that the persons in whose names  shares of capital  stock stand on the
stock ledger of the  Corporation  are  entitled to vote such shares.  Holders of
redeemable  shares  of stock  are not  entitled  to vote  after  the  notice  of
redemption  is mailed to such holders and a sum  sufficient to redeem the stocks
has been deposited with a bank,  trust company,  or other financial  institution
under an  irrevocable  obligation  to pay the  holders the  redemption  price on
surrender  of the shares of stock.  At any meeting of  Stockholders  (at which a
quorum was present to organize the  meeting),  all matters,  except as otherwise
provided by statute or by the Certificate of  Incorporation  or by these Bylaws,
shall be decided by a majority of the votes cast at such  meeting by the holders
of shares  present  in  person or  represented  by proxy  and  entitled  to vote
thereon,  whether  or not a quorum is  present  when the vote is taken.  Where a
separate  vote by a class or  classes  of  stock is  required  by  statute,  the
Certificate  of  Incorporation  or these Bylaws,  a majority of the  outstanding
shares of such class or classes  present in person or represented by proxy shall
constitute  a quorum  entitled to take action with  respect to that vote on that
matter,  and such  matter  shall be decided  by a majority  of the votes of such
class or  classes  present  in person or  represented  by proxy at the  meeting.
Directors may be elected either by written ballot or by voice vote. In voting on
any other  question  on which a vote by ballot is required by law or is demanded
by any Stockholder  entitled to vote, the voting shall be by ballot. Each ballot
shall be signed by the Stockholder  voting or the Stockholder's  proxy and shall
state the number of shares voted. On all other  questions,  the voting may be by
voice vote. Each  Stockholder  entitled to vote at a meeting of Stockholders may
authorize  another person or persons to act for such  Stockholder by proxy.  The
validity and  enforceability of any proxy shall be determined in accordance with
Section 212 of the General  Corporation  Law. A Stockholder may revoke any proxy
that is not  irrevocable  by  attending  the  meeting and voting in person or by
filing an instrument  in writing  revoking the proxy or by delivering a proxy in
accordance with applicable law bearing a later date to the Secretary.

                  2.11 VOTING  PROCEDURES AND INSPECTORS OF ELECTION AT MEETINGS
OF  STOCKHOLDERs.  The  Corporation,  in advance of any meeting of Stockholders,
shall  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, 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 or her duties,  shall take and sign an oath
faithfully  to execute  the duties of  inspector  with strict  impartiality  and
according to the best of his or her ability.  The inspectors shall (a) ascertain
the number of shares outstanding and the voting power of each, (b) determine the
shares  represented at the meeting and the validity of proxies and ballots,  (c)
count all votes and ballots,  (d) determine and retain for a reasonable period a
record of the  disposition of any challenges  made to any  determination  by the
inspectors,  and  (e)  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 their duties.  The date and time of the opening
and 


<PAGE>


                                                                               8

the closing of the polls for each matter upon which the  Stockholders  will vote
at a meeting  shall be  determined  by the person  presiding  at the meeting and
shall  be  announced  at the  meeting.  No  ballot,  proxies  or  votes,  or any
revocation thereof or change thereto,  shall be accepted by the inspectors after
the  closing of the polls  unless the Court of Chancery of the State of Delaware
upon application by a Stockholder shall determine otherwise.

                  2.12 CONDUCT OF MEETINGS. (a) At each meeting of Stockholders,
the President, or in the absence of the President,  the Chairman, or if there is
no Chairman or if there be one and the  Chairman is absent,  an  Executive  Vice
President,  and in case more than one Executive Vice President shall be present,
that Executive Vice President  designated by the Board (or in the absence of any
such designation, in the order of their first election, present), or it there is
no Executive  Vice President or if there be one and the Executive Vice President
is absent,  a Vice President,  and in case more than one Vice President shall be
present,  that Vice President  designated by the Board (or in the absence of any
such designation,  in the order of their first election,  present), shall act as
chairman  of the  meeting.  The  Secretary,  or in his or her absence one of the
Assistant  Secretaries,  shall act as secretary of the meeting.  In case none of
the officers  above  designated  to act as chairman or secretary of the meeting,
respectively, shall be present, a chairman or a secretary of the meeting, as the
case may be,  shall be chosen by a majority of the votes cast at such meeting by
the holders of shares of capital stock present in person or represented by proxy
and entitled to vote at the meeting.

                  2.13 ORDER OF BUSINESS.  The order of business at all meetings
of Stockholders  shall be as determined by the chairman of the meeting,  but the
order of business to be followed at any meeting at which a quorum is present may
be  changed by a majority  of the votes cast at such  meeting by the  holders of
shares of capital stock present in person or  represented  by proxy and entitled
to vote at the meeting.

                  2.14 WRITTEN CONSENT OF STOCKHOLDERS WITHOUT A MEETING. Unless
otherwise  provided in the Certificate of Incorporation,  any action required or
permitted  by the General  Corporation  Law to be taken at any annual or special
meeting of Stockholders 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 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 and shall be delivered  (by hand or by certified or  registered  mail,
return  receipt  requested)  to the  Corporation  by delivery to its  registered
office in the State of 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. Every written consent shall bear the date
of signature of each  stockholder  who signs the consent and no written  consent
shall be  effective to take the  corporate  action  referred to therein  unless,
within 60 days of the earliest dated consent delivered in the manner required by
this  Section  2.14,   written  consents  signed  by  a  


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                                                                               9

sufficient   number  of  Stockholders  to  take  action  are  delivered  to  the
Corporation  as aforesaid.  Prompt notice of the taking of the corporate  action
without a meeting by less than unanimous written consent shall be given to those
Stockholders  who have not  consented in writing and who, if the action had been
taken at a meeting,  would have been  entitled  to notice of the  meeting if the
record date for such meeting had been the date that written consents signed by a
sufficient  number of  Stockholders  to take the action  were  delivered  to the
Corporation as aforesaid.




                                    ARTICLE 3

                                    DIRECTORS
                                    ---------

                  3.1  GENERAL  POWERS.  Except  as  otherwise  provided  in the
Certificate of Incorporation,  the business and affairs of the Corporation shall
be managed  by or under the  direction  of the  Board.  The Board may adopt such
rules and regulations, not inconsistent with the Certificate of Incorporation or
these Bylaws or  applicable  laws,  as it may deem proper for the conduct of its
meetings  and the  management  of the  Corporation.  In  addition  to the powers
expressly  conferred  by these  Bylaws,  the Board may  exercise  all powers and
perform all acts that are not required,  by these Bylaws or the  Certificate  of
Incorporation or by statute, to be exercised and performed by the Stockholders.

                  3.2  NUMBER;  QUALIFICATION;  TERM OF OFFICE.  The Board shall
consist  of not less than  three or more than 15  members.  The exact  number of
Directors within the minimum and maximum limitations  specified in the preceding
sentence shall be fixed from time to time by resolution adopted by a majority of
the Entire Board then in office, whether or not present at a meeting.  Directors
need not be Stockholders. The Directors shall be divided into three classes with
the term of office of the first class to expire at the first  annual  meeting of
Stockholders  of the  Corporation  next  following the end of the  Corporation's
fiscal year ending  December 31, 1998, the term of office of the second class to
expire at the first  annual  meeting of  Stockholders  of the  Corporation  next
following the end of the Corporation's  fiscal year ending December 31, 1999 and
the term of office  of the  third  class to  expire  at the  annual  meeting  of
Stockholders  of the  Corporation  next  following the end of the  Corporation's
fiscal year ending  December 31, 2000.  At each annual  meeting of  Stockholders
following such initial election as specified above, Directors elected to succeed
those  Directors  whose  terms  expire  shall be elected for a term of office to
expire at the third  succeeding  annual  meeting  of  Stockholders  after  their
election.

                  3.3 TENURE.  Notwithstanding  any  provisions  to the contrary
contained herein, (i) each Director shall hold office until his or her successor
is  elected  and  qualified,  or until the  earlier  of such  Director's  death,
resignation  or removal and (ii) the 


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                                                                              10

term of any director who is also an officer of the  Corporation  shall terminate
if he or she ceases to be an officer of the Corporation.

                  3.4 ELECTION. Directors shall, except as otherwise required by
statute or by the Certificate of Incorporation, be elected by a plurality of the
votes  cast at a meeting of  Stockholders  by the  holders of shares  present in
person  or  represented  by proxy at the  meeting  and  entitled  to vote in the
election.

                  3.5 NEWLY CREATED DIRECTORSHIPS AND VACANCIES.  Subject to the
rights of the holders of any series of preferred stock of the  Corporation  then
outstanding,  newly  created  directorships  resulting  from any increase in the
authorized  number of Directors or any  vacancies  in the Board  resulting  from
death, resignation, retirement,  disqualification,  removal from office or other
cause  shall be filled by a majority  vote of the  remaining  Directors  then in
office  although  less  than a  quorum,  or by a  sole  remaining  Director  and
Directors so chosen shall hold office for a term expiring at the annual  meeting
of  stockholders  at which the term of the class to which they have been elected
expires or, in each case, until their respective successors are duly elected and
qualified.  No decrease in the number of Directors  constituting the Board shall
shorten the term of any incumbent Director.  When any Director shall give notice
of  resignation  effective at a future date,  the Board may fill such vacancy to
take effect when such resignation shall become effective.

                  3.6  RESIGNATION.  Any  Director  may  resign  at any  time by
written notice to the  Corporation.  Such  resignation  shall take effect at the
time therein specified, and, unless otherwise specified in such resignation, the
acceptance of such resignation shall not be necessary to make it effective.

                  3.7 REMOVAL.  Any one or more or all of the  Directors  may be
removed,  at any time, but only for cause by the Stockholders  having at least a
majority in voting  power of the then issued and  outstanding  shares of capital
stock of the  Corporation.  If pursuant to the  Certificate of  Incorporation  a
Director is elected by a voting group of Stockholders,  only the Stockholders of
the voting group may participate in the vote to remove such Director.

                  3.8  COMPENSATION.  Each Director,  in consideration of his or
her service as such, may receive from the  Corporation  such amount per annum or
such fees for attendance at Directors' meetings,  or both, as the Board may from
time  to  time  determine,   together  with  reimbursement  for  the  reasonable
out-of-pocket expenses, if any, incurred by such Director in connection with the
performance  of his or her duties.  Each Director who shall serve as a member of
any committee of Directors in  consideration of serving as such may receive such
additional  amount per annum or such fees for attendance at committee  meetings,
or  both,  as  the  Board  may  from  time  to  time  determine,  together  with
reimbursement  for the reasonable  out-of-pocket  expenses,  if any, incurred by
such Director in the performance of his or her duties. Nothing

                                  
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                                                                              11

contained  in this  Section 3.8 shall  preclude  any  Director  from serving the
Corporation  or its  subsidiaries  in any other  capacity and  receiving  proper
compensation therefor.

                  3.9 TIMES AND PLACES OF MEETINGS. The Board may hold meetings,
both regular and special,  either  within or without the State of Delaware.  The
times and places  for  holding  meetings  of the Board may be fixed from time to
time by  resolution  of the Board or (unless  contrary  to a  resolution  of the
Board) in the notice of the meeting.

                  3.10 ANNUAL  MEETINGS.  On the day when and at the place where
the annual meeting of Stockholders for the election of Directors is held, and as
soon as practicable thereafter,  the Board may hold its annual meeting,  without
notice of such meeting,  provided a quorum shall be present, for the purposes of
organization,  the election of officers and the  transaction of other  business.
The  annual  meeting  of the  Board  may be held at any  other  time  and  place
specified  in a notice  given as  provided  in Section  3.12  hereof for special
meetings of the Board or in a waiver of notice thereof.

                  3.11 REGULAR  MEETINGS.  Regular  meetings of the Board may be
held without  notice at such times and at such places as shall from time to time
be determined by the Board.

                  3.12 SPECIAL  MEETINGS.  Special  meetings of the Board may be
called by the  President  or any  Director  then  serving  on at least one day's
notice to each  Director  given by one of the means  specified  in Section  3.15
hereof other than by mail, or on at least three days' notice if given by mail.

                  3.13 TELEPHONE MEETINGS. Directors or members of any committee
designated  by the Board may  participate  in a meeting  of the Board or of such
committee by means of conference telephone or similar  communications  equipment
by means of which all persons  participating in the meeting can hear each other,
and  participation  in a meeting  pursuant to this Section 3.13 shall constitute
presence in person at such meeting.

                  3.14 ADJOURNED  MEETINGS.  A majority of the Directors present
at any meeting of the Board,  including an adjourned  meeting,  whether or not a
quorum is present,  may adjourn such meeting to another time and place. At least
one day's  notice of any  adjourned  meeting of the Board shall be given to each
Director whether or not present at the time of the  adjournment,  if such notice
shall be given by one of the means  specified  in Section 3.15 hereof other than
by  mail,  or at least  three  days'  notice  if by mail.  Any  business  may be
transacted  at an  adjourned  meeting  that  might have been  transacted  at the
meeting as originally called.

                  3.15  NOTICE  PROCEDURE.  Subject  to  Sections  3.13 and 3.16
hereof,  whenever,  under the  provisions  of any statute,  the  Certificate  of
Incorporation  or these Bylaws,  notice is required to be given to any Director,
such  notice  shall  be  deemed  given  effectively  if given  in  person  or by
telephone,  by mail addressed to such Director at such 


<PAGE>

                                                                              12

Director's address as it appears on the records of the Corporation, with postage
thereon prepaid, or by telegram,  telex,  telecopy or similar means addressed as
aforesaid.

                  3.16  WAIVER OF NOTICE.  Whenever  the giving of any notice is
required by statute,  the Certificate of Incorporation or these Bylaws, a waiver
thereof,  in writing,  signed by the person or persons  entitled to said notice,
whether before or after the event as to which such notice is required,  shall be
deemed  equivalent  to  notice.  Attendance  by  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 has not been
lawfully  called or convened.  Neither the business to be transacted at, nor the
purpose of, any regular or special  meeting of the  Directors  or a committee of
Directors  need be specified in any written  waiver of notice unless so required
by statute, the Certificate of Incorporation or these Bylaws.

                  3.17 ORGANIZATION. At each meeting of the Board, the Chairman,
or in the  absence of the  Chairman,  the  President,  or in the  absence of the
President,  a chairman  chosen by a majority  of the  Directors  present,  shall
preside.  The Secretary  shall act as secretary at each meeting of the Board. In
case the Secretary  shall be absent from any meeting of the Board,  an Assistant
Secretary  shall  perform the duties of  secretary at such  meeting;  and in the
absence from any such meeting of the Secretary  and all  Assistant  Secretaries,
the person  presiding  at the meeting may appoint any person to act as secretary
of the meeting.

                  3.18  QUORUM  OF  DIRECTORS.  Except  as  otherwise  expressly
provided by statute or the Certificate of Incorporation,  the presence in person
of a  majority  of the  Entire  Board  shall  be  necessary  and  sufficient  to
constitute a quorum for the transaction of business at any meeting of the Board,
but a majority of a smaller number may adjourn any such meeting to a later date.

                  3.19 ACTION BY MAJORITY  VOTE.  Except as otherwise  expressly
required by statute,  the Certificate of Incorporation or these Bylaws,  the act
of a majority of the Directors present at a meeting at which a quorum is present
shall be the act of the Board.

                  3.20 ACTION WITHOUT MEETING.  Unless  otherwise  restricted by
the  Certificate  of  Incorporation  or these  By-laws,  any action  required or
permitted  to be taken at any meeting of the Board or of any  committee  thereof
may be taken without a meeting if all Directors or members 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 or committee.


                                    ARTICLE 4
<PAGE>

                                                                              13
                             COMMITTEES OF THE BOARD
                             -----------------------

                  The Board,  by resolution  adopted by a majority of the Entire
Board, may designate one or more committees, each committee to consist of one or
more of the  Directors of the  Corporation.  The Board may designate one or more
Directors as alternate  members of any committee,  who may replace any absent or
disqualified member at any meeting of such committee. If a member of a committee
shall be absent from any  meeting,  or  disqualified  from voting  thereat,  the
remaining member or members present and not disqualified from voting, whether or
not such  member or members  constitute  a quorum,  may,  by a  unanimous  vote,
appoint  another  member of the Board to act at the  meeting in the place of any
such absent or disqualified  member. Any such committee,  to the extent provided
in the resolution of the Board or these Bylaws,  shall have and may exercise all
the powers and  authority  of the Board in the  management  of the  business and
affairs of the Corporation,  and may authorize the seal of the Corporation to be
impressed  on all papers that may require it, but no such  committee  shall have
the  power or  authority  of the  Board  in  reference  to:  (i)  approving,  or
recommending  to  the  Stockholders,   any  action  that  the  Delaware  General
Corporation  Law  requires  to be  approved by the  Stockholders;  (ii)  filling
vacancies  on  the  Board  or on  any  of its  committees;  (iii)  amending  the
Certificate  of  Incorporation;  (iv)  adopting,  amending,  or repealing  these
Bylaws;   (v)  approving  a  plan  of  merger  not  requiring  approval  of  the
Stockholders; (vi) authorizing or approving a distribution,  except according to
a general  formula or method  prescribed by the Board;  or (vii)  authorizing or
approving the issuance or sale or contract for sale of shares,  or determine the
designation  and relative  rights,  preferences,  and  limitations of a class or
series of shares,  except that the Board may authorize a committee,  or a senior
executive  officer  of the  Corporation,  to do so  within  limits  specifically
prescribed by the Board.  Unless  otherwise  specified in the  resolution of the
Board  designating a committee,  at all meetings of such committee a majority of
the total number of members of the committee  shall  constitute a quorum for the
transaction  of  business,  and the vote of a  majority  of the  members  of the
committee  present at any meeting at which there is a quorum shall be the act of
the  committee.  Each committee  shall keep regular  minutes of its meetings and
report the same to the Board when required. Unless the Board otherwise provides,
each committee  designated by the Board may make, alter and repeal rules for the
conduct of its  business.  In the  absence of such  rules each  committee  shall
conduct  its  business  in the same manner as the Board  conducts  its  business
pursuant to Article 3 of these Bylaws.


                                    ARTICLE 5

                                    OFFICERS
                                    --------

                  5.1  POSITIONS.  The  officers of the  Corporation  shall be a
President,  a Secretary,  a Treasurer  and such other  officers as the Board may
appoint,  including a Chairman, a Chief Executive Officer, one or more Executive
Vice  Presidents,  one  or  more  Vice  Presidents  and  one or  


<PAGE>

                                                                              14

more Assistant  Secretaries  and Assistant  Treasurers,  who shall exercise such
powers and perform such duties as shall be  determined  from time to time by the
Board. The Board may use descriptive words or phrases to designate the standing,
seniority  or areas of  special  competence  of the Vice  Presidents  elected or
appointed by it. Any number of offices may be held by the same person unless the
Certificate of Incorporation or these Bylaws otherwise provide.

                  5.2  APPOINTMENT.  The  officers of the  Corporation  shall be
chosen by the Board at its annual  meeting or at such other time or times as the
Board shall determine.

                  5.3  COMPENSATION.  The  compensation  of all  officers of the
Corporation  shall be fixed by, or in the manner  prescribed  by, the Board.  No
officer  shall be prevented  from  receiving a salary or other  compensation  by
reason of the fact that the officer is also a Director.

                  5.4 TERM OF OFFICE. Each officer of the Corporation shall hold
office  for the term for which he or she is  elected  and until  such  officer's
successor  is chosen  and  qualifies  or until  such  officer's  earlier  death,
resignation  or removal.  Any officer may resign at any time upon written notice
to the Corporation. Such resignation shall take effect at the date of receipt of
such notice or at such later time as is therein specified, and, unless otherwise
specified,  the acceptance of such resignation shall not be necessary to make it
effective.  The  resignation  of an officer  shall be without  prejudice  to the
contract rights of the Corporation,  if any. Any officer elected or appointed by
the Board  may be  removed  at any time,  with or  without  cause,  by vote of a
majority  of the  Entire  Board.  Any  vacancy  occurring  in any  office of the
Corporation  shall be filled by the Board.  The  removal  of an officer  without
cause shall be without  prejudice to the officer's  contract rights, if any. The
election  or  appointment  of an  officer  shall not of itself  create  contract
rights.

                  5.5 FIDELITY BONDS.  The Corporation may secure the fidelity 
of any or all of its officers or agents by bond or otherwise.

                  5.6 CHAIRMAN.  The Chairman  shall exercise such duties as are
and may be  prescribed  from time to time by the  Board.  In the  absence  of or
disability of the  Chairman,  an officer  appointed by the  Chairman,  or if the
Chairman fails to make such appointment,  by the Board, shall perform the duties
and exercise  the powers of the  Chairman.  The  Chairman may sign,  execute and
deliver, in the name of the Corporation,  powers of attorney,  contracts,  bonds
and other  obligations  which implement  policies  established by the Board. The
Chairman  shall  preside at all meetings  the Board at which he is present,  and
shall  perform such other duties as may be  prescribed  from time to time by the
Board or these Bylaws.

<PAGE>

                                                                              15

                  5.7 CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall
exercise  such  duties  as are and may be  prescribed  from  time to time by the
Board. The Chief Executive Officer may sign, execute and deliver, in the name of
the Corporation, powers of attorney, contracts bonds and other obligations which
implement policies established by the Board.

                  5.8  PRESIDENT.  The President  shall be  responsible  to, and
shall  exercise such duties as are and may be  prescribed  from time to time by,
the Board.  The  President  may sign,  execute and  deliver,  in the name of the
Corporation,  powers of attorney,  contracts,  bonds and other obligations which
implement policies established by the Board.

                  5.9 EXECUTIVE VICE PRESIDENT.  In the absence of the President
or in the event of his death,  inability or refusal to act, the  Executive  Vice
President,  if any,  or in the  event  there  be more  than one  Executive  Vice
President,  the Executive Vice Presidents,  in the order  designated,  or in the
absence of any  designation,  then in the order of their first  election,  shall
perform  the duties of the  President,  and when so  acting,  shall have all the
powers  of and be  subject  to all the  restrictions  upon  the  President.  The
Executive Vice President shall generally  assist the President and shall perform
such other  duties and have such other powers as the Board may from time to time
prescribe.

                  5.10 VICE  PRESIDENT.  In the  absence of the  Executive  Vice
President  or in the event of his death,  inability  or refusal to act, the Vice
President,  if any, or in the event there be more than one Vice  President,  the
Vice Presidents,  in the order designated, or in the absence of any designation,
then in the order of their  first  election,  shall  perform  the  duties of the
Executive Vice President,  and when so acting,  shall have all the powers of and
be subject to all the restrictions  upon the Executive Vice President.  The Vice
President  shall  generally  assist the  President  and shall perform such other
duties and have such other powers as the Board may from time to time prescribe.

                  5.11 SECRETARY. The Secretary shall attend all meetings of the
Board and all meetings of the  stockholders and shall record all the proceedings
of the  meetings of the  stockholders  and of the Board in a book to be kept for
that  purpose and shall  perform like duties for the  standing  committees  when
requested by such  committees.  The Secretary  shall give, or cause to be given,
required  notice of all meetings of the  stockholders  and the Board,  and shall
perform such other duties as may be  prescribed  by the Board or assigned by the
President or Chairman. The Secretary shall have custody of the stock certificate
books and stockholder  records and such other books and records as the Board may
direct.  The  Secretary  shall  have  custody  of  the  corporate  seal  of  the
Corporation  and shall have authority to affix the same to any  instrument,  and
when so affixed, it may be attested by the Secretary's signature.  The Board may
give general authority to any other officer to affix the seal of the Corporation
and to attest the affixing thereof by his signature.

<PAGE>

                                                                              16

                  5.12 ASSISTANT  SECRETARY.  Any Assistant Secretary elected by
the Board shall have the same duties as  prescribed  for the Secretary and shall
perform such duties at the direction of the Secretary,  to assist the Secretary,
and in the absence of the  Secretary,  at the  direction  of the  Chairman,  the
President or any Vice President,  and otherwise as directed from time to time by
the Chairman, the President or the Board.

                  5.13 TREASURER OR CHIEF  FINANCIAL  OFFICER.  The Treasurer or
Chief  Financial  Officer  shall  have the  custody of the  corporate  funds and
securities   and  shall  keep  full  and  accurate   accounts  of  receipts  and
disbursements  in books  belonging  to the  Corporation,  and shall  deposit all
moneys  and  other  valuable  effects  in the  name  and to  the  credit  of the
Corporation in such  depositories  as may be designated by the Board,  and shall
disburse the funds of the  Corporation,  as may be ordered by the Board,  taking
proper vouchers for such  disbursements,  and shall render to the Chairman,  the
President and the Board at its regular meetings,  or when the Board so requires,
an account of all his  transactions as treasurer and of the financial  condition
of the  Corporation,  and shall  perform  such other  duties and have such other
powers  as the  Board,  the  Chairman  or the  President  may from  time to time
prescribe.

                  5.14 ASSISTANT  TREASURER.  Any Assistant Treasurer elected by
the Board shall have the same duties as  prescribed  for the Treasurer and shall
perform such duties at the direction of the Treasurer,  to assist the Treasurer,
and in the absence of the  Treasurer,  at the  direction  of the  Chairman,  the
President or any Vice President,  and otherwise as directed from time to time by
the Chairman, the President or the Board.

                                    ARTICLE 6

                 CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
                 ----------------------------------------------

                  6.1  EXECUTION OF  CONTRACTS.  The Board,  except as otherwise
provided in these  Bylaws,  may  prospectively  or  retroactively  authorize any
officer or officers,  employee or employees or agent or agents,  in the name and
on behalf of the Corporation,  to enter into any contract or execute and deliver
any  instrument,  and any such  authority may be general or confined to specific
instances, or otherwise limited.

                  6.2  LOANS.  The  Board  may  prospectively  or  retroactively
authorize  the  President  or  any  other  officer,  employee  or  agent  of the
Corporation  to effect loans and advances at any time for the  Corporation  from
any bank, trust company or other institution,  or from any firm,  corporation or
individual,  and for such loans and advances the person so authorized  may make,
execute and deliver  promissory notes,  bonds or other certificates or evidences
of indebtedness of the Corporation,  and, when authorized by the Board so to do,
may pledge and  hypothecate  or transfer any securities or other property of the
Corporation as security for any such loans or advances. Such authority conferred
by the Board may be general or  confined  to specific  instances,  or  otherwise
limited.

<PAGE>

                                                                              17

                  6.3 CHECKS,  DRAFTS, ETC. All checks,  drafts and other orders
for the payment of money out of the funds of the  Corporation  and all evidences
of indebtedness of the Corporation  shall be signed on behalf of the Corporation
in such manner as shall from time to time be  determined  by  resolution  of the
Board.

                  6.4  DEPOSITS.  The  funds of the  Corporation  not  otherwise
employed  shall be deposited  from time to time to the order of the  Corporation
with  such  banks,  trust  companies,   investment   banking  firms,   financial
institutions or other depositaries as the Board may select or as may be selected
by an officer, employee or agent of the Corporation to whom such power to select
may from time to time be delegated by the Board.


                                    ARTICLE 7

                               STOCK AND DIVIDENDS
                               -------------------

                  7.1 CERTIFICATES  REPRESENTING  SHARES.  The shares of capital
stock of the  Corporation  shall be  represented  by  certificates  in such form
(consistent  with the provisions of Section 158 of the General  Corporation Law)
as shall be  approved  by the Board.  Such  certificates  shall be signed by the
Chairman, the President,  an Executive Vice President or a Vice President and by
the  Secretary  or an  Assistant  Secretary  or the  Treasurer  or an  Assistant
Treasurer,  and may be impressed with the seal of the Corporation or a facsimile
thereof.  If the  Corporation is authorized to issue direct classes of shares or
different series within a class, the designations, relative rights, preferences,
and  limitations  applicable  to  each  class  and  the  variations  in  rights,
preferences,  and  limitations  determined for each series (and the authority of
the Board to determine  variations for future series) shall be summarized on the
front  or  back  of  each  certificate  of  shares  of  such  class  or  series.
Alternatively,  each  certificate may state  conspicuously  on its front or back
that the Corporation will furnish the Stockholder this information on request in
writing and without charge.  All  certificates for shares shall be consecutively
numbered or otherwise identified. The name and address of the person to whom the
shares  represented  thereby are  issued,  with the number of shares and date of
issue,  shall be entered on the stock  transfer  books of the  Corporation.  The
signatures  of  the  officers  upon a  certificate  may  be  facsimiles,  if the
certificate is countersigned,  manually or by facsimile signature, by a transfer
agent or registrar  other than the Corporation  itself or its employee.  In case
any  officer,  transfer  agent or  registrar  who has signed or whose  facsimile
signature  has been  placed  upon any  certificate  shall have ceased to be such
officer,  transfer agent or registrar  before such  certificate is issued,  such
certificate  may,  unless  otherwise  ordered  by the  Board,  be  issued by the
Corporation  with the same effect as if such person were such officer,  transfer
agent or registrar at the date of issue.


<PAGE>

                                                                              18

                  7.2 TRANSFER OF SHARES.  Transfers of shares of capital  stock
of the  Corporation  shall be made only on the books of the  Corporation  by the
holder thereof or by the holder's duly authorized  attorney appointed by a power
of attorney duly  executed and filed with the  Secretary or a transfer  agent of
the   Corporation,   and  on  surrender  of  the   certificate  or  certificates
representing  such shares of capital  stock  properly  endorsed for transfer and
upon payment of all  necessary  transfer  taxes.  Every  certificate  exchanged,
returned or surrendered to the Corporation shall be marked  "Canceled," with the
date of cancellation, by the Secretary or an Assistant Secretary or the transfer
agent of the  Corporation.  A person in whose name shares of capital stock shall
stand on the books of the  Corporation  shall be deemed  the  owner  thereof  to
receive dividends,  to vote as such owner and for all other purposes as respects
the  Corporation.  No  transfer  of shares of  capital  stock  shall be valid as
against the Corporation,  its Stockholders and creditors for any purpose, except
to render the transferee  liable for the debts of the  Corporation to the extent
provided by law, until such transfer shall have been entered on the books of the
Corporation by an entry showing from and to whom transferred.

                  7.3 TRANSFER AND REGISTRY  AGENTS.  The  Corporation  may from
time to time  maintain  one or more  transfer  offices  or agents  and  registry
offices or agents at such place or places as may be determined from time to time
by the Board.

                  7.4 LOST, DESTROYED,  STOLEN AND MUTILATED  CERTIFICATES.  The
holder of any  shares of  capital  stock of the  Corporation  shall  immediately
notify the  Corporation  of any loss,  destruction,  theft or  mutilation of the
certificate  representing  such  shares,  and the  Corporation  may  issue a new
certificate  to replace the  certificate  alleged to have been lost,  destroyed,
stolen or  mutilated.  The Board may, in its  discretion,  as a condition to the
issue of any such new  certificate,  require  the owner of the lost,  destroyed,
stolen or mutilated certificate,  or his or her legal  representatives,  to make
proof satisfactory to the Board of such loss,  destruction,  theft or mutilation
and to advertise such fact in such manner as the Board may require,  and to give
the Corporation  and its transfer agents and registrars,  or such of them as the
Board may  require,  a bond in such form,  in such sums and with such  surety or
sureties as the Board may direct,  to indemnify the Corporation and its transfer
agents and registrars  against any claim that may be made against any of them on
account of the continued  existence of any such  certificate  so alleged to have
been lost, destroyed,  stolen or mutilated and against any expense in connection
with such claim.

                  7.5 RULES AND  REGULATIONS.  The Board may make such rules and
regulations as it may deem expedient, not inconsistent with these Bylaws or with
the   Certificate  of   Incorporation,   concerning  the  issue,   transfer  and
registration of certificates representing shares of its capital stock.

                  7.6 RESTRICTION ON TRANSFER OF STOCK. A written restriction on
the transfer or registration of transfer of capital stock of the Corporation, if
permitted by Section 202 of the General  Corporation Law and noted conspicuously
on the certificate 


<PAGE>

                                                                              19

representing  such  capital  stock,  may be  enforced  against the holder of the
restricted capital stock or any successor or transferee of the holder, including
an executor, administrator,  trustee, guardian or other fiduciary entrusted with
like  responsibility  for the  person  or  estate of the  holder.  Unless  noted
conspicuously on the certificate representing such capital stock, a restriction,
even though  permitted by Section 202 of the General  Corporation  Law, shall be
ineffective except against a person with actual knowledge of the restriction.  A
restriction on the transfer or  registration of transfer of capital stock of the
Corporation may be imposed either by the Certificate of  Incorporation  or by an
agreement among any number of Stockholders  or among such  Stockholders  and the
Corporation.  No restriction so imposed shall be binding with respect to capital
stock issued prior to the adoption of the restriction unless the holders of such
capital stock are parties to an agreement or voted in favor of the restriction.

                  7.7  DIVIDENDS, SURPLUS, ETC.  Subject to the provisions of
the Certificate of Incorporation and of law, the Board:

                                    7.7.1   may declare and pay dividends or
          make other distributions on the outstanding shares of capital stock in
          such amounts and at such time or times as it, in its discretion, shall
          deem  advisable  giving  due  consideration  to the  condition  of the
          affairs of the Corporation;

                                    7.7.2  may use and apply, in its discretion,
          any of the surplus of the  Corporation  in purchasing or acquiring any
          shares of  capital  stock of the  Corporation,  or  purchase  warrants
          therefor,  in  accordance  with law, or any of its bonds,  debentures,
          notes, scrip or other securities or evidences of indebtedness; and

                                    7.7.3 may set aside from time to time out of
          such surplus or net profits such sum or sums as, in its discretion, it
          may think  proper,  as a reserve  fund to meet  contingencies,  or for
          equalizing  dividends or for the purpose of  maintaining or increasing
          the property or business of the Corporation, or for any purpose it may
          think conducive to the best interests of the Corporation.


                                    ARTICLE 8

                                BOOKS AND RECORDS

                  8.1 BOOKS AND  RECORDS.  There  shall be kept at the Office of
the Corporation  correct and complete records and books of account recording the
financial  transactions of the Corporation and minutes of the proceedings of the
Stockholders,  the Board and any committee of the Board.  The Corporation  shall
keep  at its  principal  office,  or at the  office  of the  transfer  agent  or
registrar of the Corporation, a record 


<PAGE>

                                                                              20

containing the names and addresses of all Stockholders,  the number and class of
shares  held by each and the dates when they  respectively  became the owners of
record thereof.

                  8.2 FORM OF RECORDS. Any records maintained by the Corporation
in the regular  course of its business,  including  its stock  ledger,  books of
account,  and minute  books,  may be kept on, or be in the form of, punch cards,
magnetic tape, photographs,  microphotographs,  or any other information storage
device,  provided that the records so kept can be converted into clearly legible
written  form within a reasonable  time.  The  Corporation  shall so convert any
records so kept upon the request of any person entitled to inspect the same.

                  8.3  INSPECTION  OF BOOKS AND  RECORDS.  Except  as  otherwise
provided by law, the Board shall  determine  from time to time whether,  and, if
allowed,  when and under what conditions and regulations,  the accounts,  books,
minutes and other records of the  Corporation,  or any of them, shall be open to
the Stockholders for inspection.



<PAGE>

                                                                              21

                                    ARTICLE 9

                                      SEAL
                                      ----

                  The corporate  seal,  if the Board elects to adopt one,  shall
have inscribed thereon the name of the Corporation, the year of its organization
and the words "Corporate Seal,  Delaware." The seal may be used by causing it or
a facsimile thereof to be impressed or affixed or otherwise reproduced.


                                   ARTICLE 10

                                   FISCAL YEAR
                                   -----------

                  The fiscal year of the Corporation shall end on December 31 of
each calendar year, and may be changed, by resolution of the Board.


                                   ARTICLE 11

                              PROXIES AND CONSENTS
                              --------------------

                  Unless  otherwise  directed by the Board,  the  Chairman,  the
President,  any Executive Vice President,  any Vice President,  the Secretary or
the  Treasurer,  or any one of them,  may  execute  and deliver on behalf of the
Corporation  proxies respecting any and all shares or other ownership  interests
of any Other Entity owned by the  Corporation  appointing such person or persons
as the officer  executing  the same shall deem proper to represent  and vote the
shares or other ownership  interests so owned at any and all meetings of holders
of shares or other ownership  interests,  whether general or special,  and/or to
execute  and  deliver  consents   respecting  such  shares  or  other  ownership
interests;  or any of the  aforesaid  officers  may  attend  any  meeting of the
holders of shares or other ownership  interests of such Other Entity and thereat
vote or exercise  any or all other  powers of the  Corporation  as the holder of
such shares or other ownership interests.

                                   ARTICLE 12

                                     OFFICES
                                     -------

                  12.1  REGISTERED   OFFICE.   The  registered   office  of  the
Corporation shall be at 32 Loockerman Square, Suite L-100, in the City of Dover,
County of Kent,  State of Delaware.  The registered  agent of the corporation at
such address is The Prentice-Hall Corporation System, Inc.


<PAGE>

                                                                              22

                  12.2 OTHER  OFFICES.  The  Corporation  may also have offices,
including its principal office, 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 13

                                EMERGENCY BYLAWS
                                ----------------

             Unless the Certificate of  Incorporation  provides  otherwise,  the
following  provisions of this Article 13 shall be effective  during an emergency
resulting  from an attack on the United  States or during any  nuclear or atomic
disaster  or  during  the  existence  of  a  similar  catastrophe.  During  such
emergency:

                  13.1 NOTICE TO BOARD  MEMBERS.  Any one member of the Board or
any one of the following  officers:  Chairman,  President,  any  Executive  Vice
President,  any Vice President,  Secretary, or Treasurer,  may call a meeting of
the Board. Such person shall use reasonable efforts to notify all members of the
Board,  but notice of such  meeting need be given only to those  Directors  whom
after  reasonable  effort it is  practicable  to reach,  and may be given in any
practical manner, including by publication and radio. Such notice shall be given
at least six hours prior to commencement of the meeting.

                  13.2 TEMPORARY  DIRECTORS AND QUORUM.  One or more officers of
the  Corporation  present at the  emergency  Board  meeting,  as is necessary to
achieve a quorum, shall be considered to be Directors for the meeting, and shall
so serve in order of rank,  and within the same rank, in order of seniority.  In
the event that less than a quorum of the  Directors are present  (including  any
officers who are to serve as Directors for the meeting), those Directors present
(including  the  officers  serving  as  Directors)  shall  constitute  a quorum.
Notwithstanding the foregoing, no meeting of the Board shall take place pursuant
to this  Article  13 without  the  presence  of at least  three  Directors  (not
including officers serving as Directors for the meeting).

                  13.3     ACTIONS PERMITTED TO BE TAKEN.  The Board as
constituted  in Section  13.2  hereof,  and after notice as set forth in Section
13.1 hereof may:

                           13.3.1  prescribe emergency powers to any officer of
         the Corporation;

                           13.3.2  delegate to any officer or Director, any of
         the powers of the Board;

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                                                                              23

                           13.3.3  designate lines of succession of officers and
         agents,  in the event  that any of them are unable to  discharge  their
         duties;

                           13.3.4 relocate the principal  place of business,  or
         designate successive or simultaneous principal places of business; and

                           13.3.5 take any other action reasonably  necessary to
         carry on the business of the Corporation.

                  13.4  EFFECTIVENESS  OF EMERGENCY  BYLAWS.  To the extent that
they are not  inconsistent  with the  provisions  of this  Article 13, all other
provisions  of these  Bylaws shall remain in effect  during an  emergency.  Upon
termination of the  emergency,  the provisions of this Article 13 shall cease to
be operative.


                                   ARTICLE 14

                                   AMENDMENTS
                                   ----------

                  Except as otherwise  expressly specified in the Certificate of
Incorporation or these Bylaws,  the Board may from time to time adopt,  amend or
repeal the Bylaws; provided,  however, that any Bylaws adopted or amended by the
Board may be amended or  repealed,  and any Bylaws may be adopted,  by a vote of
the  Stockholders  having at least  two-thirds  of the voting  power of the then
issued and outstanding shares of capital stock of the Corporation.


                                      * * *

                                  CERTIFICATION
                                  -------------

                  The   undersigned,   in  his  capacity  as  Secretary  of  the
Corporation,  hereby  certifies  that the  foregoing is the Amended and Restated
Bylaws of the Corporation  adopted by the Board of the Corporation on this _____
day of July, 1998.


                           ------------------------------
                                Michael A. Lubin
                           Secretary of Pathnet, Inc.