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                                                                     EXHIBIT 3.2
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                                    BY-LAWS


                                      OF


                             Triad Hospitals, Inc.

                                ______________


                                   DELAWARE



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                                   Article I
                                    Offices


          Section 1.  Registered Office.

          The registered office of the Corporation shall be within the State of
Delaware in the City of Wilmington, County of New Castle.

          Section 2.  Other Offices.

          The Corporation may also have an office or offices other than said
registered office at such place or places, either within or without the State of
Delaware, as the Board of Directors shall from time to time determine or the
business of the Corporation may require.


                                  Article II
                           Meetings of Stockholders


          Section 1.  Place of Meetings.

          All meetings of the stockholders for the election of directors or for
any other purpose shall be held at any such place, either within or without the
State of Delaware, as shall be designated from time to time by the Board of
Directors and stated in the notice of meeting or in a duly executed waiver
thereof.

          Section 2.  Annual Meeting.

          The annual meeting of stockholders shall be held at such date and time
as shall be designated from time to time by the Board of Directors and stated in
the notice of meeting or in a duly executed waiver thereof. At such annual
meeting, the stockholders shall elect, by a plurality vote, members of a Board
of Directors and transact such other business as may properly be brought before
the meeting.

          Section 3.  Special Meetings.

          Special meetings of the stockholders of the Corporation may be called
only by (a) the Chairman of the Board of Directors, if one shall have been
elected or (b) the Chief Executive Officer of the Corporation, and, in addition,
a special meeting shall be called by the Chairman of the Board or the Chief
Executive Officer at the request in writing of a majority of the Board of
Directors. The ability of the stockholders to call a special meeting is hereby
specifically denied.

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          Section 4.  Notice of Meetings.

          Except as otherwise expressly required by statute, written notice of
each annual and special meeting of stockholders stating 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, shall be given to each stockholder of record
entitled to vote thereat not less than ten nor more than sixty days before the
date of the meeting. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice. Notice shall be given
personally or by mail and, if by mail, shall be sent in a postage prepaid
envelope, addressed to the stockholder at the address appearing on the records
of the Corporation. Notice by mail shall be deemed given at the time when the
same shall be deposited in the United States mail, postage prepaid. Notice of
any such meeting need not be given to any person who shall, either before or
after the meeting, submit a signed waiver of notice or who shall attend such
meeting, except when he or she shall attend for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, an annual or special meeting of
stockholders need be specified in any written waiver of notice.

          Section 5.  List of Stockholders.

          The officer who has charge of the stock ledger of the Corporation
shall prepare and make, at least ten days before each meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, showing the address of and the number of shares registered
in the name of each stockholder. Such list shall be open to the examination of
any stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least ten days prior to the meeting, either
at a place within the city, town or village where the meeting is to be held,
which place shall be specified in the notice of meeting, or, if not specified,
at the place where the meeting is to be held. The list shall 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.

          Section 6.  Quorum.

          The holders of a majority of the voting power of the issued and
outstanding stock of the Corporation entitled to vote thereat, present in person
or represented by proxy, shall constitute a quorum for the transaction of
business at all meetings of stockholders, except as otherwise provided by
statute or by the Certificate of Incorporation. If, however, such quorum shall
not be present or represented by proxy at any meeting of stockholders, the
stockholders entitled to vote thereat, present in person or represented by
proxy, shall have the power to adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present
or represented by proxy. At such adjourned meeting at which a quorum shall be
present or represented by proxy, any business may be transacted which might have
been transacted at the meeting as originally called. If the adjournment is for
more than thirty days, or, if

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after adjournment a new record date is set, a notice of the adjourned meeting
shall be given to each stockholder of record entitled to vote at the meeting.

          Section 7.  Organization.

          At each meeting of stockholders, the Chairman of the Board, if one
shall have been elected, or, in his or her absence or if one shall not have been
elected, the Chief Executive Officer, shall act as chairman of the meeting. The
Secretary or, in his or her absence or inability to act, the person whom the
chairman of the meeting shall appoint secretary of the meeting, shall act as
secretary of the meeting and keep the minutes thereof.

          Section 8.  Order of Business.

          The order of business at all meetings of the stockholders shall be as
determined by the chairman of the meeting.

          Section 9.  Voting.

          Except as otherwise provided by statute or the Certificate of
Incorporation, each stockholder of the Corporation shall be entitled at each
meeting of stockholders to one vote for each share of capital stock of the
Corporation standing in his or her name on the record of stockholders of the
Corporation:

          (a)  on the date fixed pursuant to the provisions of Section 7 of
     Article V of these By-Laws as the record date for the determination of the
     stockholders who shall be entitled to notice of and to vote at such
     meeting; or

          (b)  if no such record date shall have been so fixed, then at the
     close of business on the day next preceding the day on which notice thereof
     shall be given.

Each stockholder entitled to vote at any meeting of stockholders may authorize
another person or persons to act for him or her by a proxy signed by such
stockholder or his or her attorney-in-fact, but no proxy shall be voted after
three years from its date, unless the proxy provides for a longer period. Any
such proxy shall be delivered to the secretary of the meeting at or prior to the
time designated in the order of business for so delivering such proxies. Any
copy, facsimile telecommunication or other reliable reproduction of the writing
or transmission created pursuant to this paragraph may be substituted or used in
lieu of the original writing or transmission for any and all purposes for which
the original 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.

          When a quorum is present at any meeting, the vote of the holders of a
majority of the voting power of the issued and outstanding stock of the
Corporation entitled to vote thereon, present in person or represented by proxy,
shall decide any question brought before such meeting, unless the question is
one upon which by express provision of statute or of the Certificate of
Incorporation or of these By-Laws, a different

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vote is required, in which case such express provision shall, govern and control
the decision of such question. Unless required by statute, or determined by the
chairman of the meeting to be advisable, the vote on any question need not be by
ballot. On a vote by ballot, each ballot shall be signed by the stockholder
voting, or by his or her proxy, and shall state the number of shares voted.

          Section 10.  Inspectors.

          The Board of Directors shall, in advance of any meeting of
stockholders, appoint one or more inspectors to act at such meeting or any
adjournment thereof and make a written report thereof. If any of the inspectors
so appointed shall fail to appear or shall be unable to act, the chairman of the
meeting shall appoint one or more inspectors. 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 at such meeting with strict impartiality and
according to the best of his or her ability. The inspectors shall ascertain the
number of shares of capital stock of the Corporation outstanding and the voting
power of each, determine the number of shares represented at the meeting and the
validity of proxies and ballots, count all votes and ballots, determine and
retain for a reasonable period a record of the disposition of any challenges
made to any determination by the inspectors and 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. No
director or candidate for the office of director shall act as an inspector of an
election of directors, or assist an inspector in the performance of such duties.
Inspectors need not be stockholders.

          Section 11.  Nominations and Stockholder Business.

          Nominations of persons for election to the Board of Directors and the
proposal of business to be transacted by the stockholders may be made at an
annual meeting of stockholders (a) pursuant to the Corporation's notice with
respect to such meeting, (b) by or at the direction of the Board of Directors or
(c) by any stockholder of record of the Corporation who was a stockholder of
record at the time of the giving of the notice provided for in this Section 11
who is entitled to vote at the meeting and who has complied with the notice
procedures set forth in this Section 11.

          For nominations or other business to be properly brought before an
annual meeting by a stockholder pursuant to this Section 11, the stockholder
must have given timely notice thereof in writing to the Secretary of the
Corporation, such business must be a proper matter for stockholder action under
the Delaware General Corporation Law and, if the stockholder, or the beneficial
owner on whose behalf any such proposal or nomination is made, solicits or
participates in the solicitation of proxies in support of such proposal or
nomination, the stockholder must have timely indicated such stockholder's, or
such beneficial owner's, intention to do so as hereinafter provided. To be
timely, a stockholder's notice shall be delivered to the Secretary at the
principal executive offices of the Corporation not less than 90 days prior to
the first anniversary of the preceding year's annual meeting of stockholders;
provided, however, that if the date

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of the annual meeting is advanced more than 30 days prior to or delayed more
than 60 days after such anniversary date, notice by the stockholder to be timely
must be so delivered not later than the close of business on the later of the
90th day prior to such annual meeting or the 10th day following the day on which
public announcement of the date of such meeting is first made. Such
stockholder's notice shall set forth (a) as to each person whom the stockholder
proposes to nominate for election or reelection as a director all information
relating to such person as would be required to be disclosed in solicitations of
proxies for the election of such nominees as directors pursuant to Regulation
14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and such person's written consent to serve as a director if elected; (b) as to
any other business that the stockholder proposes to bring before the meeting, a
brief description of such business, the reasons for conducting such business at
the meeting and any material interest in such business of such stockholder and
the beneficial owner, if any, on whose behalf the proposal is made; (c) as to
the stockholder giving the notice and the beneficial owner, if any, on whose
behalf the nomination or proposal is made (i) the name and address of such
stockholder, as they appear on the Corporation's books, and of such beneficial
owner, (ii) the class and number of shares of the Corporation which are owned
beneficially and of record by such stockholder and such beneficial owner, and
(iii) whether either such stockholder or beneficial owner intends to solicit or
participate in the solicitation of proxies in favor of such proposal or nominee
or nominees.

          Notwithstanding anything in this Section 11 to the contrary, in the
event that the number of directors to be elected to the Board of Directors is
increased and there is no public announcement naming all of the nominees for
director or specifying the size of the increased Board of Directors made by the
Corporation at least 100 days prior to the first anniversary of the preceding
year's annual meeting, a stockholder's notice required by this section shall
also be considered timely, but only with respect to nominees for any new
positions created by such increase, if it shall be delivered to the Secretary at
the principal executive offices of the Corporation not later than the close of
business on the 10th day following the day on which such public announcement is
first made by the Corporation.

          Only such business shall be conducted at a special meeting of
stockholders as shall have been brought before the meeting pursuant to the
Corporation's notice of meeting. Nominations of persons for election to the
Board of Directors may be made at a special meeting of stockholders at which
directors are to be elected pursuant to the Corporation's notice of meeting (a)
by or at the direction of the Board of Directors or (b) by any stockholder of
record of the Corporation who is a stockholder of record at the time of giving
of notice provided for in this Section 11 who shall be entitled to vote at the
meeting and who complies with the notice procedures set forth in this Section
11. Nominations by stockholders of persons for election to the Board of
Directors may be made at such a special meeting of stockholders if the
stockholder's notice required by this Section 11 shall be delivered to the
Secretary at the principal executive offices of the Corporation not later than
the close of business on the later of the 90th day prior to such special meeting
or the 10th day following the day on which public announcement is first made of
the date of the special meeting and of the nominees proposed by the Board of
Directors to be elected at such meeting.

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          Only persons nominated in accordance with the procedures set forth in
this section shall be eligible to serve as directors and only such business
shall be conducted at a meeting of stockholders as shall have been brought
before the meeting in accordance with the procedures set forth in this Section
11. The officer of the Corporation or other person presiding over the meeting
shall have the power and the duty to determine whether a nomination or any
business proposed to be brought before the meeting has been made in compliance
with the procedures set forth in this Section 11 and, if any proposed nomination
or business is not in compliance with this Section 11, to declare that such
defective proposed business or nomination shall not be presented for stockholder
action at the meeting and shall be disregarded.

          For purposes of this section, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or a comparable national news service or in a document publicly filed by
the Corporation with the Securities and Exchange Commission pursuant to Section
13, 14 or 15(d) of the Exchange Act.

          Notwithstanding the foregoing provisions of this section, a
stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to matters set forth
in this Section 11. Nothing in this Section 11 shall be deemed to affect any
rights of stockholders to request inclusion of proposals in the Corporation's
proxy statement pursuant to Rule 14a-8 under the Exchange Act.

          Section 12.  Adjournments.

          Any meeting of stockholders may be adjourned from time to time,
whether or not a quorum is present, by the affirmative vote of a majority of the
votes present and entitled to be cast at the meeting, or by the officer of the
Corporation presiding over the meeting, or by the Board of Directors.


                                  Article III
                              Board Of Directors


          Section 1.   Place of Meetings.

          Meetings of the Board of Directors shall be held at such place or
places, within or without the State of Delaware, as the Board of Directors may
from time to time determine or as shall be specified in the notice of any such
meeting.

          Section 2.   Annual Meeting.

          The Board of Directors shall meet for the purpose of organization, the
election of officers and the transaction of other business, as soon as
practicable after each annual meeting of stockholders, on the same day and at
the same place where such annual meeting shall be held. Notice of such meeting
need not be given. In the event such annual meeting is not so held, the annual
meeting of the Board of Directors may be held

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at such other time or place (within or without the State of Delaware) as shall
be specified in a notice thereof given as hereinafter provided in Section 5 of
this Article III.

          Section 3.  Regular Meetings.

          Regular meetings of the Board of Directors shall be held at such time
and place as the Board of Directors may fix. If any day fixed for a regular
meeting shall be a legal holiday at the place where the meeting is to be held,
then the meeting which would otherwise be held on that day shall be held at the
same hour on the next succeeding business day (unless the Chairman of the Board
determines otherwise). Notice of regular meetings of the Board of Directors need
not be given except as otherwise required by statute or these By-Laws.

          Section 4.  Special Meetings.

          Special meetings of the Board of Directors may be called by the
Chairman of the Board, if one shall have been elected, by two or more directors
of the Corporation or by the Chief Executive Officer.

          Section 5.  Notice of Meetings.

          Notice of each special meeting of the Board of Directors (and of each
regular meeting for which notice shall be required) shall be given by the
Secretary as hereinafter provided in this Section 5, in which notice shall be
stated the time and place of the meeting. Except as otherwise required by these
By-Laws, such notice need not state the purposes of such meeting. Notice of each
such meeting shall be sent to each director, addressed to such director at his
or her residence or usual place of business, by telegraph, cable, telex,
telecopier or other similar means, or be delivered to him or her personally or
be given to him or her by telephone or other similar means, at least two hours
before the time at which such meeting is to be held. Notice of any such meeting
need not be given to any director who shall, either before or after the meeting,
submit a signed waiver of notice or who shall attend such meeting, except when
he or she shall attend for the express purpose of objecting, at the beginning of
the meeting, to the transaction of any business because the meeting is not
lawfully called or convened. Neither the business to be transacted at, nor the
purpose of, any such meeting need be specified in any written waiver of notice.

          Section 6.  Quorum and Manner of Acting.

          A majority of the entire Board of Directors shall constitute a quorum
for the transaction of business at any meeting of the Board of Directors, and,
except as otherwise expressly required by statute, the Certificate of
Incorporation or these By-Laws, the act of a majority of the directors present
at any meeting at which a quorum is present shall be the act of the Board of
Directors. In the absence of a quorum at any meeting of the Board of Directors,
a majority of the directors present thereat may adjourn such meeting to another
time and place. Notice of the time and place of any such adjourned meeting shall
be given to all of the directors unless such time and place were announced at
the meeting at which the adjournment was taken, in which case such notice

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shall only be given to the directors who were not present thereat. At any
adjourned meeting at which a quorum is present, any business may be transacted
which might have been transacted at the meeting as originally called. The
directors shall act only as a Board and the individual directors shall have no
power as such.

          Section 7.   Organization.

          At each meeting of the Board of Directors, the Chairman of the Board,
if one shall have been elected, or, in the absence of the Chairman of the Board
or if one shall not have been elected, another director chosen by a majority of
the directors present, shall act as chairman of the meeting and preside thereat.
The Secretary or, in his or her absence or if one shall not have been elected,
any person appointed by the chairman of the meeting, shall act as secretary of
the meeting and keep the minutes thereof.

          Section 8.   Resignations.

          Any director of the Corporation may resign at any time by giving
written notice of his or her resignation to the Corporation. Any such
resignation shall take effect at the time specified therein or, if the time when
it shall become effective shall not be specified therein, immediately upon its
receipt by the Corporation. Unless otherwise specified therein, the acceptance
of such resignation shall not be necessary to make it effective.

          Section 9.   Compensation.

          The Board of Directors shall have authority to fix the compensation,
including fees and reimbursement of expenses, of directors for services to the
Corporation in any capacity.

          Section 10.  Committees.

          The Board of Directors may, by resolution passed by a majority of the
entire Board of Directors, designate one or more committees, including an
executive committee, each committee to consist of one or more of the directors
of the Corporation. The Board of Directors may designate one or more directors
as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. In addition, in the absence
or disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
she 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 such absent or
disqualified member.

          Except to the extent restricted by statute or the Certificate of
Incorporation, each such committee, to the extent provided in the resolution
creating it, shall have and may exercise all the powers and authority of the
Board of Directors. Each such committee shall serve at the pleasure of the Board
of Directors and have such name as may be determined from time to time by
resolution adopted by the Board of Directors.

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Each committee shall keep regular minutes of its meetings and report the same to
the Board of Directors.

          Section 11.  Action By Consent.

          Unless restricted by the Certificate of Incorporation, any action
required or permitted to be taken by the Board of Directors or any committee
thereof may be taken without a meeting if all members of the Board of Directors
or such committee, as the case may be, consent thereto in writing and the
writing or writings are filed with the minutes of the proceedings of the Board
of Directors or such committee, as the case may be.

          Section 12.  Telephonic Meetings.

          Any one or more members of the Board of Directors or any committee
thereof may participate in a meeting of the Board of Directors or such committee
by means of a conference telephone or similar communications equipment by means
of which all persons participating in the meeting can hear each other.
Participation by such means shall constitute presence in person at a meeting.

          Section 13.  Mandatory Retirement Policy for Directors.

          No person shall be nominated to a term of office on the Board of
Directors who has attained the age of 70 or more before the first day of the
proposed term of office.


                                  Article IV
                                   Officers


          Section 1.   Number and Qualifications.

          The officers of the Corporation shall be elected by the Board of
Directors and shall include the Chairman of the Board, the Chief Executive
Officer (who also shall be the President), one or more Vice Presidents
(including Senior or Executive Vice Presidents or other classifications of Vice
Presidents), the Secretary and the Treasurer. If the Board of Directors wishes,
it may also elect other officers (including one or more Assistant Treasurers and
one or more Assistant Secretaries) as may be necessary or desirable for the
business of the Corporation. Any two or more offices may be held by the same
person, and no officer except the Chairman of the Board need be a director. Each
officer shall hold office until his or her successor shall have been duly
elected and shall have qualified, or until his or her death, or until he or she
shall have resigned or have been removed or disqualified, as hereinafter
provided in these By-Laws.

          Section 2.   Resignation and Removal.

          Any officer of the Corporation may resign at any time by giving
written notice of his or her resignation to the Corporation. Any such
resignation shall take effect at the time specified therein or, if the time when
it shall become effective shall not be specified therein, immediately upon
receipt by the Corporation. Unless otherwise

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specified therein, the acceptance of any such resignation shall not be necessary
to make it effective.

          Any officer of the Corporation may be removed, either with or without
cause, at any time, by the Board of Directors at any meeting thereof.

          Section 3.  Vacancies.

          The Board of Directors may fill any vacancy occurring in any office
for any reason and may, in its discretion, leave unfilled for such period as it
may determine any offices other than those of President, Treasurer and
Secretary. Each successor shall hold office for the unexpired term of his
predecessor and until his successor is elected and qualified, or until his
earlier death, resignation or removal.

          Section 4.  Chairman of the Board.

          The Chairman of the Board shall be elected from among the members of
the Board. If present, he or she shall preside at all meetings of the Board of
Directors and stockholders. He or she shall advise and counsel with the Chief
Executive Officer, and in his or her absence with other executives of the
Corporation, and shall perform such other duties as may from time to time be
assigned to him or her by the Board of Directors.

          Section 5.  Chief Executive Officer.

          The Chief Executive Officer also shall serve as the President and,
subject to the Board of Directors, he or she shall have general executive
charge, management, and control of the properties and operations of the
Corporation in the ordinary course of its business, with all such powers with
respect to such properties and operations as may be reasonably incident to such
responsibilities. If the Board of Directors has not elected a Chairman or in the
absence or inability to act of the Chairman of the Board, the Chief Executive
Officer shall exercise all of the powers and discharge all of the duties of the
Chairman of the Board.

          Section 6.  Vice President.

          Each Vice President shall perform all such duties as from time to time
may be assigned to him or her by the Board of Directors, the Chairman of the
Board or the Chief Executive Officer. At the request of the Chief Executive
Officer or in his or her absence or in the event of his or her inability or
refusal to act, the Vice President, or if there shall be more than one, the Vice
Presidents in the order determined by the Board of Directors (or if there be no
such determination, then the Vice Presidents in the order of their election),
shall perform the duties of the Chief Executive Officer, and, when so acting,
shall have the powers of and be subject to the restrictions placed upon the
Chief Executive Officer.

          Section 7.  Treasurer.

          The Treasurer shall:

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          (a)  have charge and custody of, and be responsible for, all the funds
     and securities of the Corporation;

          (b)  keep full and accurate accounts of receipts and disbursements in
     books belonging to the Corporation;

          (c)  deposit all moneys and other valuables to the credit of the
     Corporation in such depositaries as may be designated by the Board of
     Directors or pursuant to its direction;

          (d)  receive, and give receipts for, moneys due and payable to the
     Corporation from any source whatsoever;

          (e)  disburse the funds of the Corporation and supervise the
     investment of its funds, taking proper vouchers therefor;

          (f)  render to the Board of Directors, whenever the Board of Directors
     may require, an account of the financial condition of the Corporation; and

          (g)  in general, perform all duties incident to the office of
     Treasurer and such other duties as from time to time may be assigned to him
     or her by the Board of Directors, the Chairman of the Board or the Chief
     Executive Officer.

          Section 8.   Secretary.

          The Secretary shall

          (a)  keep or cause to be kept in one or more books provided for the
     purpose, the minutes of all meetings of the Board of Directors, the
     committees of the Board of Directors and the stockholders;

          (b)  see that all notices are duly given in accordance with the
     provisions of these By-Laws and as required by law;

          (c)  be custodian of the records and the seal of the Corporation and
     affix and attest the seal to all certificates for shares of the Corporation
     (unless the seal of the Corporation on such certificates shall be a
     facsimile, as hereinafter provided) and affix and attest the seal to all
     other documents to be executed on behalf of the Corporation under its seal;

          (d)  see that the books, reports, statements, certificates and other
     documents and records required by law to be kept and filed are properly
     kept and filed; and

          (e)  in general, perform all duties incident to the office of
     Secretary and such other duties as from time to time may be assigned to him
     or her by the Board of Directors, the Chairman of the Board or the Chief
     Executive Officer.

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          In the absence of the Secretary at any meeting of the Board of
Directors, a committee of the Board of Directors or the stockholders, the person
presiding at the meeting shall designate a temporary secretary to keep a record
of the meeting.

          Section 9.   Assistant Treasurer.

          The Assistant Treasurer, or if there shall be more than one, the
Assistant Treasurers in the order determined by the Board of Directors (or if
there be no such determination, then in the order of their election), shall, in
the absence of the Treasurer or in the event of his or her inability or refusal
to act, perform the duties and exercise the powers of the Treasurer and shall
perform such other duties as from time to time may be assigned by the Board of
Directors, the Chairman of the Board, the Chief Executive Officer or the
Treasurer.

          Section 10.  Assistant Secretary.

          The Assistant Secretary, or if there shall be more than one, the
Assistant Secretaries in the order determined by the Board of Directors (or if
there be no such determination, then in the order of their election), shall, in
the absence of the Secretary or in the event of his or her inability or refusal
to act, perform the duties and exercise the powers of the Secretary and shall
perform such other duties as from time to time may be assigned by the Board of
Directors, the Chairman of the Board, the Chief Executive Officer or the
Secretary.

          Section 11.  Officers' Bonds or Other Security.

          If required by the Board of Directors, any officer of the Corporation
shall give a bond or other security for the faithful performance of his or her
duties, in such amount and with such surety as the Board of Directors may
require.

          Section 12.  Compensation.

          The compensation of the officers of the Corporation for their services
as such officers shall be fixed from time to time by the Board of Directors. An
officer of the Corporation shall not be prevented from receiving compensation by
reason of the fact that he or she is also a director of the Corporation.


                                   Article V
                     Stock Certificates and Their Transfer


          Section 1.   Stock Certificates.

          Every holder of stock in the Corporation shall be entitled to have a
certificate signed by, or in the name of the Corporation by, the Chairman of the
Board, the Chief Executive Officer or a Vice President and by the Treasurer or
an Assistant Treasurer or the Secretary or an Assistant Secretary of the
Corporation, certifying the number of shares owned by him or her in the
Corporation. If the Corporation shall be

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<PAGE>

authorized to issue more than one class of stock or more than one series of any
class, the 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 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 in Section 202 of the Delaware General
Corporation Law, 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 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 or rights.

          Section 2.  Facsimile Signatures.

          Any or all of the signatures on a 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, she or it were such
officer, transfer agent or registrar at the date of issue.

          Section 3.  Lost Certificates.

          The Board of Directors may direct a new certificate or certificates to
be issued in place of any certificate or certificates theretofore issued by the
Corporation alleged to have been lost, stolen, or destroyed. When authorizing
such issue of a new certificate or certificates, the Board of Directors may, in
its discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen, or destroyed certificate or certificates, or his or
her legal representative, to give the Corporation a bond in such sum as it may
direct sufficient to indemnify it against any claim that may be made against the
Corporation on account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate.

          Section 4.  Transfers of Stock.

          Upon surrender to the Corporation or the transfer agent of a
Corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record a transaction upon its records;
provided, however, that the Corporation shall be entitled to recognize and
enforce any lawful restriction on transfer.

          Section 5.  Transfer Agents and Registrars.

          The Board of Directors may appoint, or authorize any officer or
officers to appoint, one or more transfer agents and one or more registrars.

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<PAGE>

          Section 6.  Regulations.

          The Board of Directors may make such additional rules and regulations,
not inconsistent with these By-Laws, as it may deem expedient concerning the
issue, transfer and registration of certificates for shares of stock of the
Corporation.

          Section 7.  Fixing The Record Date.

          In order that the Corporation may determine the stockholders entitled
to notice of or to vote at any meeting of stockholders or any adjournment
thereof or 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 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 nor less than ten days before the date of such meeting,
nor more than sixty days prior to any other action. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may, in its discretion, fix a new record date for
the adjourned meeting.

          Section 8.  Registered Stockholders.

          The Corporation shall be entitled to recognize the exclusive right of
a person registered on its records as the owner of shares of stock to receive
dividends and to vote as such owner, shall be entitled to hold liable for calls
and assessments a person registered on its records as the owner of shares of
stock, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares of stock on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of Delaware.

          Section 9.  Legends.

          The Board of Directors shall have the power and authority to provide
that certificates representing shares of stock bear such legends as the Board of
Directors deems appropriate to assure that the Corporation does not become
liable for violations of Federal or state securities laws or other applicable
law.


                                  Article VI
                              General Provisions


          Section 1.  Dividends.

          Subject to the provisions of applicable law and the Certificate of
Incorporation, dividends upon the shares of capital stock of the Corporation may
be declared by the Board of Directors at any regular or special meeting of the
Board of Directors. Dividends may be paid in cash, in property or in shares of
stock of the Corporation, unless otherwise provided by statute or the
Certificate of Incorporation.

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<PAGE>

          Section 2.  Reserves.

          Before payment of any dividend, there may be set aside out of any
funds of the Corporation available for dividends such sum or sums as the Board
of Directors may, from time to time, in its absolute discretion, think proper as
a reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation or for such other
purpose as the Board of Directors may think conducive to the interests of the
Corporation. The Board of Directors may modify or abolish any such reserve in
the manner in which it was created.

          Section 3.  Seal.

          The seal of the Corporation shall be in such form as shall be approved
by the Board of Directors.

          Section 4.  Fiscal Year.

          The fiscal year of the Corporation shall end on December 31 of each
year; provided, however that such fiscal year may be changed by resolution of
the Board of Directors.

          Section 5.  Checks, Notes, Drafts, Etc.

          All checks, notes, drafts or other orders for the payment of money of
the Corporation shall be signed, endorsed or accepted in the name of the
Corporation by such officer, officers, person or persons as from time to time
may be designated by the Board of Directors or by an officer or officers
authorized by the Board of Directors to make such designation.

          Section 6.  Execution of Contracts, Deeds, Etc.

          The Board of Directors may authorize any officer or officers, agent or
agents, in the name and on behalf of the Corporation to enter into or execute
and deliver all deeds, bonds, mortgages, contracts and other obligations or
instruments, and such authority may be general or confined to specific
instances. The attestation to such execution by the Secretary of the Corporation
shall not be necessary to constitute such deed, bond, mortgage, contract or
other instrument a valid and binding obligation against the Corporation unless
the resolutions, if any, of the Board of Directors authorizing such execution
expressly state that such attestation is necessary.

          Section 7.  Voting of Stock in Other Corporations.

          Unless otherwise provided by resolution of the Board of Directors, the
Chairman of the Board, the Chief Executive Officer or any Vice President, from
time to time may (or may appoint one or more attorneys or agents to) cast the
votes which the Corporation may be entitled to cast as a shareholder or
otherwise in another corporation, any of whose shares or securities may be held
by the Corporation, at meetings of the holders of the shares or other securities
of such other corporation. In the event one or

                                      -15-
<PAGE>

more attorneys or agents are appointed, the Chairman of the Board or the Chief
Executive Officer may instruct the person or persons so appointed as to the
manner of casting such votes or giving such consent. The Chairman of the Board
or the Chief Executive Officer may, or may instruct the attorneys or agents
appointed to, execute or cause to be executed in the name and on behalf of the
Corporation and under its seal or otherwise, such written proxies, consents,
waivers or other instruments as may be necessary or proper in the circumstances.

          Section 8.  Severability.

          Any determination that any provision of these By-Laws is for any
reason inapplicable, illegal or ineffective shall not affect or invalidate any
other provision of these By-Laws.

          Section 9.  Certificate of Incorporation.

          All references in these By-Laws to the Certificate of Incorporation
shall be deemed to refer to the Certificate of Incorporation of the Corporation,
as amended and in effect from time to time.


                                  Article VII
                                  Amendments


          Section 1.  By the Board of Directors.

          If the Certificate of Incorporation so provides, these By-Laws may be
altered, amended or repealed or new By-Laws may be adopted by the affirmative
vote of a majority of the directors present at any regular or special meeting of
the Board of Directors at which a quorum is present.

          Section 2.  By the Stockholders.

          These By-Laws, including this Section 2 of this Article VII, may be
altered, amended or repealed or new By-Laws may be adopted by the affirmative
vote of the holders of at least 80% of the voting power of all shares of the
Corporation entitled to vote generally in the election of directors, voting
together as a single class.

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