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                                                                  EXHIBIT 3.2@@@



                          AMENDED AND RESTATED BYLAWS

                                      OF

                          MERCURY GENERAL CORPORATION
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                          AMENDED AND RESTATED BYLAWS

                                      OF

                          MERCURY GENERAL CORPORATION

                                  ARTICLE I
                                   OFFICES

                  Section 1. PRINCIPAL OFFICES. The Board of Directors shall fix
the location of the principal executive office of the corporation at any place
within or outside the State of California. If the principal executive office is
located outside this state, and the corporation has one or more business offices
in this state, the Board of Directors shall likewise fix and designate a
principal business office in the State of California.

                  Section 2. OTHER OFFICES. The Board of Directors may at any
time establish branch or subordinate offices at any place or places where the
corporation is qualified to do business.


                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

                  Section 1. PLACE OF MEETINGS. Meetings of shareholders shall
be held at any place within or outside the State of California designated by the
Board of Directors. In the absence of any such designation, shareholders'
meetings shall be held at the principal executive office of the corporation.

                  Section 2. ANNUAL MEETINGS OF SHAREHOLDERS. The annual meeting
of shareholders shall be held each year on a date and at a time designated by
the Board of Directors. At each annual meeting directors shall be elected and
any other proper business may be transacted.

                  Section 3. SPECIAL MEETINGS. A special meeting of the
shareholders may be called at any time by the Board of Directors, or by the
Chairman of the Board, or by the President, or by one or more shareholders
holding shares in the aggregate entitled to cast not less than 10% of the votes
at any such meeting.

                  If a special meeting is called by any person or persons other
than the Board of Directors, the request shall be in writing, specifying the
time of such meeting and the general nature of the business proposed to be
transacted, and shall be delivered personally or sent by registered mail or by
telegraphic or other facsimile transmission to the Chairman of the Board, the
President, any Vice President or the Secretary of the corporation. The officer
receiving such request forthwith shall cause notice to be given to the
shareholders entitled to vote, in accordance with the provisions of Sections 4
and 5 of this Article II, that a meeting will be held at the time requested by
the person or persons calling the meeting, not less than thirty-five (35) nor
more than sixty (60) days after the receipt of the request. If the notice is not
given within twenty (20) days after receipt of the request, the person or
persons requesting the meeting may give the notice. Nothing contained in this
paragraph of this Section 3 shall be construed as limiting, fixing or affecting
the time when a meeting of shareholders called by action of the Board of
Directors may be held.

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                   Section 4. NOTICE OF SHAREHOLDERS' MEETINGS. All notices of
meetings of shareholders shall be sent or otherwise given in accordance with
Section 5 of this Article II not less than ten (10) nor more than sixty (60)
days before the date of the meeting being noticed. The notice shall specify the
place, date and hour of the meeting and (i) in the case of a special meeting,
the general nature of the business to be transacted, or (ii) in the case of the
annual meeting those matters which the Board of Directors, at the time of giving
the notice, intends to present for action by the shareholders. The notice of any
meeting at which directors are to be elected shall include the name of any
nominee or nominees which, at the time of the notice, management intends to
present for election.

                  If action is proposed to be taken at any meeting for approval
of (i) a contract or transaction in which a director has a direct or indirect
financial interest, pursuant to Section 310 of the Corporations Code of
California, (ii) an amendment of the articles of incorporation, pursuant to
Section 902 of such Code, (iii) a reorganization of the corporation, pursuant to
Section 1201 of such Code, (iv) a voluntary dissolution of the corporation,
pursuant to Section 1900 of such Code, or (v) a distribution in dissolution
other than in accordance with the rights of outstanding preferred shares
pursuant to Section 2007 of such Code, the notice shall also state the general
nature of such proposal.

                  Section 5. MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE.
Notice of any meeting of shareholders shall be given either personally or by
first-class mail or telegraphic or other written communication, charges prepaid,
addressed to the shareholder at the address of such shareholder appearing on the
books of the corporation or given by the shareholder to the corporation for the
purpose of notice. If no such address appears on the corporation's books or has
been so given, notice shall be deemed to have been given if sent by first-class
mail or telegraphic or other written communication to the corporation's
principal executive office, or if published at least once in a newspaper of
general circulation in the county where such office is located. Notice shall be
deemed to have been given at the time when delivered personally or deposited in
the mail or sent by telegram or other means of written communication.

                  If any notice addressed to a shareholder at the address of
such shareholder appearing on the books of the corporation is returned to the
corporation by the United States Postal Service marked to indicate that the
United States Postal Service is unable to deliver the notice to the shareholder
at such address, all future notices or reports shall be deemed to have been duly
given without further mailing if the same shall be available to the shareholder
upon written demand of the shareholder at the principal executive office of the
corporation for a period of one year from the date of the giving of such notice.

                  An affidavit of the mailing or other means of giving any
notice of any shareholders' meeting shall be executed by the Secretary,
Assistant Secretary or any transfer agent of the corporation giving such notice,
and shall be filed and maintained in the minute book of the corporation.

                  Section 6. QUORUM. The presence in person or by proxy of the
holders of a majority of the shares entitled to vote at any meeting of
shareholders shall constitute a quorum for the transaction of business. The
shareholders present at a duly called or held meeting at which a quorum is
present may continue to do business until adjournment, notwithstanding the
withdrawal of enough shareholders to leave less than a quorum, if any action
taken (other than adjournment) is approved by at least a majority of the shares
required to constitute a quorum.

                  Section 7. ADJOURNED MEETING AND NOTICE THEREOF. Any
shareholders' meeting, annual or special, whether or not a quorum is present,
may be adjourned from time to time by

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the vote of the majority of the shares represented at such meeting, either in
person or by proxy, but in the absence of a quorum, no other business may be
transacted at such meeting, except as provided in Section 6 of this Article II.

                   When any meeting of shareholders, either annual or special,
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, unless a new record date for the adjourned meeting is
fixed, or unless the adjournment is for more than forty-five (45) days from the
date set for the original meeting, in which case the Board of Directors shall
set a new record date. Notice of any such adjourned meeting, if required, shall
be given to each shareholder of record entitled to vote at the adjourned meeting
in accordance with the provisions of Sections 4 and 5 of this Article II. At any
adjourned meeting the corporation may transact any business which might have
been transacted at the original meeting.

                  Section 8. VOTING. The shareholders entitled to vote at any
meeting of shareholders shall be determined in accordance with the provisions of
Section 11 of this Article II, subject to the provisions of Sections 702 to 704,
inclusive, of the Corporations Code of California (relating to voting shares
held by a fiduciary, in the name of a corporation or in joint ownership). Such
vote may be by voice vote or by ballot; provided, however, that all elections
for directors must be by ballot upon demand by a shareholder at any election and
before the voting begins. Any shareholder entitled to vote on any matter (other
than the election of directors) may vote part of the shares in favor of the
proposal and refrain from voting the remaining shares or vote them against the
proposal, but, if the shareholder fails to specify the number of shares such
shareholder is voting affirmatively, it will be conclusively presumed that the
shareholder's approving vote is with respect to all shares such shareholder is
entitled to vote. If a quorum is present, the affirmative vote of the majority
of the shares represented at the meeting and voting on any matter (other than
the election of directors), provided that the shares voting affirmatively must
also constitute at least a majority of the required quorum, shall be the act of
the shareholders, unless the vote of a greater number or voting by classes is
required by the California General Corporation Law or the articles of
incorporation.

                  At a shareholders' meeting involving the election of
directors, no shareholder shall be entitled to cumulate votes (i. e., cast for
any candidate a number of votes greater than the number of the shareholder's
shares) unless such candidate or candidates' names have been placed in
nomination prior to commencement of the voting and a shareholder has given
notice prior to commencement of the voting of the shareholder's intention to
cumulate votes. If any shareholder has given such notice, then every shareholder
entitled to vote may cumulate such shareholder's votes for candidates in
nomination and give one candidate a number of votes equal to the number of
directors to be elected multiplied by the number of votes to which such
shareholder's shares are entitled, or distribute the shareholder's votes on the
same principle among any or all of the candidates, as the shareholder thinks
fit. The candidates receiving the highest number of votes, up to the number of
directors to be elected, shall be elected.

                  Section 9. WAIVER OF NOTICE OR CONSENT BY ABSENT SHAREHOLDERS.
The transactions of any meeting of shareholders, either annual or special,
however called and noticed, and wherever held, shall be as valid as though had
at a meeting duly held after regular call and notice, if a quorum be present
either in person or by proxy, and if, either before or after the meeting, each
person entitled to vote, not present in person or by proxy, signs a written
waiver of notice or a consent to the holding of the meeting, or an approval of
the minutes thereof. The waiver of notice or consent need not specify either the
business to be transacted or the purpose of any annual or special meeting of
shareholders, except that if action is taken or proposed to be taken for
approval of any of those matters

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specified in the second paragraph of Section 4 of this Article II, the waiver of
notice or consent shall state the general nature of such proposal. All such
waivers, consents or approvals shall be filed with the corporate records or made
a part of the minutes of the meeting.

                  Attendance of a person at a meeting shall also constitute a
waiver of notice of such meeting, except when the person objects, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened, and except that attendance at a meeting is
not a waiver of any right to object to the consideration of matters not included
in the notice of the meeting if such objection is expressly made at the meeting.

                  Section 10. SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A
MEETING. Any action which may be taken at any annual or special meeting of
shareholders may be taken without a meeting and without prior notice, if a
consent in writing, setting forth the action so taken, is signed by the holders
of outstanding shares 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. In the case of election
of directors, such consent shall be effective only if signed by the holders of
all outstanding shares entitled to vote for the election of directors; provided,
however, that a director may be elected at any time to fill a vacancy not
created by removal and not filled by the directors by the written consent of the
holders of a majority of the outstanding shares entitled to vote for the
election of directors. All such consents shall be filed with the Secretary of
the corporation and shall be maintained in the corporate records. Any
shareholder giving a written consent, or the shareholder's proxy holders, or a
transferee of the shares or a personal representative of the shareholder or
their respective proxy holder, may revoke the consent by a writing received by
the Secretary of the corporation prior to the time that written consents of the
number of shares required to authorize the proposed action have been filed with
the Secretary.

                  Unless the consents of all shareholders entitled to vote have
been solicited in writing, the Secretary shall give prompt notice of any
corporate action approved by the shareholders without a meeting by less than
unanimous consent, to those shareholders entitled to vote who have not consented
in writing. Such notice shall be given in the manner specified in Section 5 of
this Article II. In the case of approval of (i) contracts or transactions in
which a director has a direct or indirect financial interest, pursuant to
Section 310 of the Corporations Code of California, (ii) indemnification of
agents of the corporation, pursuant to Section 317 of such Code, (iii) a
reorganization of the corporation, pursuant to Section 1201 of such Code, or
(iv) a distribution in dissolution other than in accordance with the rights of
outstanding preferred shares pursuant to Section 2007 of such Code, such notice
shall be given at least ten (10) days before the consummation of any such action
authorized by any such approval.

                  Section 11. RECORD DATE FOR SHAREHOLDER NOTICE, VOTING, AND
GIVING CONSENTS. For purposes of determining the shareholders entitled to notice
of any meeting or to vote or entitled to give consent to corporate action
without a meeting, the Board of Directors may fix, in advance, a record date,
which shall not be more than sixty (60) days nor less than ten (10) days prior
to the date of any such meeting nor more than sixty (60) days prior to such
action without a meeting, and in such case only shareholders of record at the
close of business on the date so fixed are entitled to notice and to vote or to
give consents, as the case may be, notwithstanding any transfer of any shares on
the books of the corporation after the record date fixed as aforesaid, except as
otherwise provided in the California General Corporation Law.

                  If the Board of Directors does not so fix a record date:

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                    (a) The record date for determining shareholders entitled to
     notice of or to vote at a meeting of shareholders shall be at the close of
     business on the business day next preceding the day on which notice if
     given or, if notice is waived, at the close of business on the business day
     next preceding the day on which the meeting is held.

                    (b) The record date for determining shareholders entitled to
     give consent to corporate action in writing without a meeting, (i) when no
     prior action by the Board has been taken, shall be the day on which the
     first written consent is given, or (ii) when prior action of the Board has
     been taken, shall be at the close of business on the day on which the Board
     adopts the resolution relating thereto, or the sixtieth (60th) day prior to
     the date of such other action, whichever is later.

                  Section 12. PROXIES. Every person entitled to vote for
directors or on any other matter shall have the right to do so either in person
or by one or more agents authorized by a written proxy signed by the person and
filed with the Secretary of the corporation. A proxy shall be deemed signed if
the shareholder's name is placed on the proxy (whether by manual signature,
typewriting, telegraphic transmission or otherwise) by the shareholder or the
shareholder's attorney in fact. A validly executed proxy which does not 'state
that it is irrevocable shall continue in full force and effect unless (i)
revoked by the person executing it, prior to the vote pursuant thereto, by a
writing delivered to the corporation stating that the proxy is revoked or by a
subsequent proxy presented to the meeting and executed by, or attendance at the
meeting and voting in person by, the person executing the proxy; or (ii) written
notice of the death or incapacity of the maker of such proxy is received by the
corporation before the vote pursuant thereto is counted; provided, however, that
no such proxy shall be valid after the expiration of eleven (I 1) months from
the date of such proxy, unless otherwise provided in the proxy. The revocability
of a proxy that states on its face that it is irrevocable shall be governed by
the provisions of Section 705 (e) and (f) of the Corporations Code of
California.

                  Section 13. INSPECTORS OF ELECTION. Before any meeting of
shareholders, the Board of Directors may appoint any persons other than nominees
for office to act as inspectors of election at the meeting or its adjournment.
If no inspectors of election are so appointed, the chairman of the meeting may,
and on the request of any shareholder or a shareholder's proxy shall, appoint
inspectors of election at the meeting. The number of inspectors shall be either
one (1) or three (3). If inspectors are appointed at a meeting on the request
of one or more shareholders or proxies, the holders of a mojority of shares or
their proxies present at the meeting shall determine whether one (1) or three
(3) inspectors are to be -appointed. If any person appointed as inspector fails
to appear or fails or refuses to act, the chairman of the meeting may, and upon
the request of any shareholder or a shareholder's proxy shall, appoint a person
to fill such vacancy.

                  The duties of these inspectors shall be as follows:

                    (a)  Determine the number of shares outstanding and the
     voting power of each, the shares represented at the meeting, the existence
     of a quorum, and the authenticity, validity and effect of proxies;

                    (b)  Receive votes, ballots or consents;

                    (c)  Hear and determine all challenges and questions in any
                         way arising in connection with the right to vote;

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                    (d)  Count and tabulate all votes or consents;

                    (e)  Determine when the polls shall close;

                    (f)  Determine the result; and

                    (g)  Do any other acts that may be proper to conduct the
     election or vote with fairness to all shareholders.

                    Section 14. NOTICE FOR PROPOSALS BY SHAREHOLDERS.

                    (a)  Nominations of persons for election to the Board of
     Directors of the corporation and the proposal of business to be considered
     by the shareholders may be made at an annual meeting of shareholders
     (i) pursuant to the corporation's notice of meeting, (ii) by or at the
     direction of the Board of Directors or (iii) by any shareholder of the
     corporation who was a shareholder of record at the time of giving of notice
     provided for in this Bylaw, who is entitled to vote at the meeting and who
     complies with the notice procedures set forth in this Bylaw.

                    (b)  For nominations or other business to be properly
     brought before an annual meeting by a shareholder pursuant to clause
     (iii) of paragraph (a) of this Bylaw, the shareholder must have given
     timely notice thereof in writing to the Secretary of the corporation and
     such other business must otherwise be a proper matter for shareholder
     action. To be timely, a shareholder's notice shall be delivered to the
     Secretary at the principal executive offices of the corporation not later
     than 120 days prior to the first anniversary of the preceding year's annual
     meeting; provided, however, that in the event no annual meeting was held,
     or the date of the meeting changed more than 30 days from the prior year,
     such number of days as the Board of Directors may determine in its sole
     discretion, such determination to be communicated by the corporation to
     shareholders of the corporation no later than 30 days before such deadline
     by public announcement or by any other means determined by the Board of
     Directors, in its sole discretion, to be appropriate for the notification
     of shareholders. In no event shall the public announcement of an
     adjournment of an annual meeting commence a new time period for the giving
     of a shareholder's notice as described above. Such shareholder's notice
     shall set forth (i) as to each person whom the shareholder proposes to
     nominate for election or re-election as a director all information relating
     to such person that is required to be disclosed in solicitations of proxies
     for election of directors in an election contest, or is otherwise required,
     in each case pursuant to Regulation 14A under the Securities and Exchange
     Act of 1934 (the "Exchange Act") and Rule 14A-11 thereunder (including such
     person's written consent to being named in the proxy statement as a nominee
     and to serving as a director if elected); (ii) as to any other business
     that the shareholder proposes to bring before the meeting, a brief
     description of the business desired to be brought before the meeting, the
     reasons for conducting such business at the meeting and any material
     interest in such business of such shareholder and the beneficial owner, if
     any, on whose behalf the nomination or proposal is made and (iii) as to the
     shareholder giving the notice and the beneficial owner, if any, on whose
     behalf the nomination or proposal is made (a) the name and address of such
     shareholder, as they appear on the corporation's books, and of such
     beneficial owner and (b) the class and number of shares of the corporation
     which are owned beneficially and of record by such shareholder and such
     beneficial owner.

                  (c) Notwithstanding the foregoing provisions of this Bylaw, a
shareholder shall also comply with all applicable requirements of the Exchange
Act and the rules and

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     regulations thereunder with respect to matters set forth in this Bylaw.
     Nothing in this Bylaw shall be deemed to affect any rights of shareholders
     to request inclusion of proposals in the corporation's proxy statement
     pursuant to Rule 14a-8 under the Exchange Act.

                                  ARTICLE III

                                   DIRECTORS

                  Section 1. POWERS. Subject to the provisions of the California
General Corporation Law and any limitations in the articles of incorporation and
these bylaws relating to action required to be approved by the shareholders or
by the outstanding shares, the business and affairs of the corporation shall be
managed and all corporate powers shall be exercised by or under the direction of
the Board of Directors.

                  Without prejudice to such general powers, but subject to the
same limitations, it is hereby expressly declared that the directors shall have
the power and authority to:

                    (a)  Select and remove all officers, agents, and employees
     of the corporation, 'prescribe such powers and duties for them as may not
     be inconsistent with law, the articles of incorporation or these bylaws,
     fix their compensation, and require from them security for faithful
     service.

                    (b)  Change the principal executive office or the principal
     business office in the State of California from one location to another;
     cause the corporation to be qualified to do business in any other state,
     territory, dependency, or foreign country and conduct business within or
     outside the State of California; designate any place within or without the
     State for the holding of any shareholders' meeting or meetings, including
     annual meetings; adopt, make and use a corporate seal, and prescribe the
     forms of certificates of stock, and alter the form of such seal and of such
     certificates from time to time as in their judgment they may deem best,
     provided that such forms shall at all times comply with the provisions of
     law.

                    (c)  Authorize the issuance of shares of stock of the
     corporation from time to time, upon such terms as may be lawful, in
     consideration of money paid, labor done or services actually rendered,
     debts or securities cancelled or tangible or intangible property actually
     received.

                    (d)  Borrow money and incur indebtedness for the purposes of
     the corporation, and cause to be executed and delivered therefor, in the
     corporate name, promissory notes, bonds, debentures, deeds of trust,
     mortgages, pledges, hypothecations, or other evidences of debt and
     securities therefor.

                  Section 2. NUMBER AND QUALIFICATION OF DIRECTORS. The number
of directors of the corporation shall be not less than five (5) nor more than
nine (9). The exact number of directors shall be eight (8) until changed, within
the limits specified above, by a bylaw amending this Section 2, duly adopted by
the Board of Directors or by the shareholders. Such indefinite number of
directors may be changed, or a definite number fixed without provision for an
indefinite number, by a duly adopted amendment to the Articles of Incorporation
or by an amendment to this bylaw duly adopted by the vote or written consent of
holders of a majority of the outstanding shares entitled to vote;

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provided, however, that an amendment reducing the number or the minimum number
of directors to a number less than five cannot be adopted if the votes cast
against its adoption at a meeting of the shareholders, or the shares not
consenting in the case of action by written consent, are equal to more than
16-2/3 % of the outstanding shares entitled to vote. No amendment may change the
stated maximum number of authorized directors to a number greater than two times
the stated minimum number of directors minus one.

                  Section 3. ELECTION AND TERM OF OFFICE OF DIRECTORS. Directors
shall be elected at each annual meeting of the shareholders to hold office until
the next annual meeting. Each director, including a director elected to fill a
vacancy, shall hold office until the expiration of the term for which elected
and until a successor has been elected and qualified.

                  Section 4. VACANCIES. Vacancies in the Board of Directors may
be filled by a majority of the remaining directors, though less than a quorum,
or by a sole remaining director, except that a vacancy created by the removal of
a director by the vote or written consent of the shareholders or by court order
may be filled only by the vote of a majority of the shares represented and
voting at a duly held meeting at which a quorum is present, or by the written
consent of holders of all outstanding shares entitled to vote. Each director so
elected shall hold office until the next annual meeting of the shareholders and
until a successor has been elected and qualified.

                  A vacancy or vacancies in the Board of Directors shall be
deemed to exist in the case of the death, resignation or removal of any
director, or if the Board of Directors by resolution declares vacant the office
of a director who has been declared of unsound mind by an order of court or
convicted of a felony, or if the authorized number of directors be increased, or
if the shareholders fail, at any meeting of shareholders at which any director
or directors are elected, to elect the full authorized number of directors to be
voted for at that meeting.

                  The shareholders may elect a director or directors at any time
to fill any vacancy or vacancies not filled by the directors, but any such
election by written consent, other than to till a vacancy created by removal,
shall require the consent of a majority of the outstanding shares entitled to
vote.

                  Any director may resign upon giving written notice to the
Chairman of the Board, the President, the Secretary or the Board of Directors. A
resignation shall be effective upon the giving of the notice, unless the notice
specifies a later time for its effectiveness. If the resignation of a director
is effective at a future time, the Board of Directors may elect a successor to
take office when the resignation becomes effective.

                  No reduction of the authorized number of directors shall have
the effect of removing any director prior to the expiration of his term of
office.

                  Section 5. PLACE OF MEETINGS AND TELEPHONIC MEETINGS. Regular
meetings of the Board of Directors may be held at any place within or without
the State that has been designated from time to time by resolution of the board.
In the absence of such designation, regular meetings shall be held at the
principal executive office of the corporation. Special meetings of the board
shall be held at any place within or without the State that has been designated
in the notice of the meeting or, if not stated in the notice or there is no
notice, at the principal executive office of the corporation. Any meeting,
regular or special, may be held by conference telephone or similar communication
equipment, so long as all directors participating in such meeting can hear one
another, and all such directors shall be deemed to be present in person at such
meeting.

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                  Section 6. ANNUAL MEETINGS. Immediately following each annual
meeting of shareholders, the Board of Directors shall hold a regular meeting for
the purpose of organization, any desired election of officers and the
transaction of other business. Notice of this meeting shall not be required.

                  Section 7. OTHER REGULAR MEETINGS. Other regular meetings of
the Board of Directors shall be held without call at such time as shall from
time to time be fixed by the Board of Directors. Such regular meetings may be
held without notice.

                  Section 8. SPECIAL MEETINGS. Special meetings of the Board of
Directors for any purpose or purposes may be called at any time by the Chairman
of the Board or the President or any Vice President or the Secretary or any two
directors.

                  Notice of the time and place of special meetings shall be
delivered personally or by telephone to each director or sent by first-class
mail or telegram, charges prepaid, addressed to each director at his or her
address as it is shown upon the records of the corporation, In case such notice
is mailed, it shall be deposited in the United States mail at least four (4)
days prior to the time of the holding of the meeting. In case such notice is
delivered personally, or by telephone or telegram, it shall be delivered
personally or by telephone or to the telegraph company at least forty-eight (48)
hours prior to the time of the holding of the meeting. Any oral notice given
personally or by telephone may be communicated to either the director or to a
person at the office of the director who the person giving the notice has reason
to believe will promptly communicate it to the director. The notice need not
specify the purpose of the meeting nor the place if the meeting is to be held at
the principal executive office of the corporation.

                  Section 9. DISPENSING WITH NOTICE. The transactions of any
meeting of the Board of Directors, however called and noticed or wherever held,
shall be as valid as though had at a meeting duly held after regular call and
notice if a quorum be present and if, either before or after the meeting, each
of the directors not present signs a written waiver of notice, a consent to
holding the meeting or an approval of the minutes thereof. The waiver of notice
or consent need not specify the purpose of the meeting. All such waivers,
consents and approvals shall be filed with the corporate records or made a part
of the minutes of the meeting. Notice of a meeting need not be given to any
director who attends the meeting without protesting, prior thereto or at its
commencement, the lack of notice to such director.

                  Section 10. QUORUM. A majority of the authorized number of
directors shall constitute a quorum for the transaction of business, except to
adjourn as hereinafter provided. Every act or decision done or made by a
majority of the directors present at a meeting duly held at which a quorum is
present shall be regarded as the act of the Board of Directors, subject to the
provisions of Section 310 of the Corporations Code of California (approval of
contracts or transactions in which a director has a direct or indirect material
financial interest), Section 311 (appointment of committees), and Section 317
(e) (indemnification of directors). A meeting at which a quorum is initially
present may continue to transact business notwithstanding the withdrawal of
directors, if any action taken is approved by at least a majority of the
required quorum for such meeting.

                  Section 11. ADJOURNMENT. A majority of the directors present,
whether or not constituting a quorum, may adjourn any meeting to another time
and place.

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                  Section 12. NOTICE OF ADJOURNMENT. Notice of the time and
place of holding an adjourned meeting need not be given, unless the meeting is
adjourned for more than twenty-four (24) hours, in which case notice of such
time and place shall be given prior to the time of the adjourned meeting, in the
manner specified in Section 8 of this Article III, to the directors who were not
present at the time of the adjournment.

                  Section 13. ACTION WITHOUT MEETING. Any action required or
permitted to be taken by the Board of Directors may be taken without a meeting,
if all members of the board shall individually or collectively consent in
writing to such action. Such action by written consent shall have the same force
and effect as a unanimous vote of the Board of Directors. Such written consent
or consents shall be tiled with the minutes of the proceedings of the board.

                  Section 14. FEES AND COMPENSATION OF DIRECTORS. Directors and
members of committees may receive such compensation, if any, for their services,
and such reimbursement of expenses, as may be fixed or determined by resolution
of the Board of Directors. Nothing herein contained shall be construed to
preclude any director from serving the corporation in any other capacity as an
officer, agent, employee, or otherwise, and receiving compensation for such
services.

                                   ARTICLE IV

                                   COMMITTEES

                  Section 1. COMMITTEES OF DIRECTORS. The Board of Directors
may, by resolution adopted by a majority of the authorized number of directors,
designate one or more committees, each consisting of two or more directors, to
serve at the pleasure of the board. The board may designate one or more
directors as alternate members of any committee, who may replace any absent
member at any meeting of the committee. Any such committee, to the extent
provided in the resolution of the board, shall have all the authority of the
board, except with respect to:

                    (a)  the approval of any action which, under the General
     Corporation Law of California, also requires shareholders' approval or
     approval of the outstanding shares;

                    (b)  the filling of vacancies on the Board of Directors or
     in any committee;

                    (c)  the fixing of compensation of the directors for serving
     on the board or on any committee;

                    (d)  the amendment or repeal of bylaws or the adoption of
     new bylaws;

                    (e)  the amendment or repeal of any resolution of the Board
     of Directors which by its express terms is not so amendable or repealable;

                    (f)  a distribution to the shareholders of the corporation,
     except at a rate or in a periodic amount or within a price range
     determined by the Board of Directors; or

                    (g)  the appointment of any other committees of the Board of
     Directors or the members thereof.

                                      11
<PAGE>

                   Section 2. MEETINGS AND ACTION OF COMMITTEES. Meetings and
action of committees shall be governed by, and held and taken in accordance
with, the provisions of Article III of these bylaws, Sections 5 (place of
meetings), 7 (regular meeting), 8 (special meetings and notice), 9 (dispensing
with notice), 10 (quorum), 11 (adjournment), 12 (notice of adjournment) and 13
(action without meeting), with such changes in the context of those bylaws as
are necessary to substitute the committee and its members for the Board of
Directors and its members, except that the time of regular meetings of
committees may be determined by resolution of the Board of Directors as well as
the committee, special meetings of committees may also be called by resolution
of the Board of Directors and notice of special meetings of committees shall
also be given to all alternate members, who shall have the right to attend all
meetings of the committee. The Board of Directors may adopt rules for the
government of any committee not inconsistent with the provisions of these
bylaws.

                                    ARTICLE V

                                    OFFICERS

                  Section 1. OFFICERS. The officers of the corporation shall be
a Chief Executive Officer, a President, a Secretary and a Chief Financial
Officer. The corporation may also have, at the discretion of the Board of
Directors, a Chairman of the Board, one or more Vice Presidents, one or more
Assistant Secretaries, one or more Assistant Treasurers, and such other officers
as may be appointed in accordance with the provisions of Section 3 of this
Article V. Any number of offices may be held by the same person.

                  Section 2. ELECTION OF OFFICERS. The officers of the
corporation, except such officers as may be appointed in accordance with the
provisions of Section 3 of this Article V, shall be chosen by the Board of
Directors, and each shall serve at the pleasure of the Board, subject to the
rights, if any, of an officer under any contract of employment.

                  Section 3. SUBORDINATE OFFICERS, ETC. The Board of Directors
may empower the Chief Executive Officer to appoint all officers, other than the
President, as the business of the corporation may require, each of whom shall
hold office for such period, have such authority and perform such duties as are
provided in the Bylaws or as the Board of Directors or the Chief Executive
Officer, as the case may be, may from time to time determine.

                  Section 4. REMOVAL AND RESIGNATION OF OFFICERS. Subject to the
rights, of any, of an officer under any contract of employment, any officer may
be removed, either with or without cause, by the Board of Directors, at any
regular or special meeting thereof, or, except in case of an officer chosen by
the Board of Directors, by any officer upon whom such power of removal may be
conferred by the Board of Directors.

                  Any officer may resign at any time by giving written notice to
the corporation. Any such resignation shall take effect at the date of the
receipt of such notice or at any later time specified therein; and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective. Any such resignation is without prejudice to the
rights, if any, of the corporation under any contract to which the officer is a
party.

                                       12
<PAGE>

                  Section 5. VACANCIES IN OFFICE. A vacancy in any office
because of death, resignation, removal, disqualification or any other cause
shall be tilled in the manner prescribed in these Bylaws for regular
appointments to such office.

                  Section 6. CHAIRMAN OF THE BOARD. The Chairman of the Board,
if such officer be elected, shall, if present, preside at all meetings of the
Board of Directors and exercise and perform such other powers and duties as may
be from time to time assigned to him by the Board of Directors or prescribed by
the Bylaws. If there is no Chief Executive Officer, the Chairman of the Board
shall in addition be the Chief Executive Officer of the corporation and shall
have the powers and duties prescribed in Section 7 of this Article V.

                  Section 7. CHIEF EXECUTIVE OFFICER. The Board of Directors
shall appoint a Chief Executive Officer. In the absence of such appointment, the
Chairman of the Board shall be the Chief Executive Officer of the Corporation.
The Chief Executive Officer shall have the general responsibility for
implementation of the policies of the Corporation, as determined by the Board of
Directors, and for the management of the business and affairs of the
Corporation. He shall preside at all meetings of the shareholders and, in the
absence of the Chairman of the Board, or if there be none, at all meetings of
the Board of Directors.

                  Section 8. PRESIDENT. Subject to such supervisory powers, if
any, as may be given by the Board of Directors to the Chairman of the Board or
the Chief Executive Officer, the President shall be the chief operating officer
of the corporation and shall, subject to the control of the Board of Directors,
have general supervision, direction and control of the operations and the
officers of the corporation. He shall have the general powers and duties of
management usually vested in the office of President of a corporation, and shall
have such other powers and duties as may be prescribed by the Board of Directors
or the Bylaws.

                  Section 9. VICE PRESIDENTS. In the absence or disability of
the President, the Vice Presidents, if any, in order of their rank as fixed by
the Board of Directors or, if not ranked, a Vice President designated by the
Board of Directors, shall perform all 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 Vice President shall have such other powers and perform
such other duties as from time to time may be prescribed for them respectively
by the Board of Directors or the Bylaws, the President or the Chairman of the
Board if there is no President.

                  Section 10. SECRETARY. The Secretary shall keep or cause to be
kept, at the principal executive officer or such other place as the Board of
Directors may order, a book of minutes of all meetings and actions of directors,
committees of directors and shareholders, with the time and place of holding,
whether regular or special, and, if special, how authorized, the notice thereof
given, the names of those present at directors' and committee meetings, the
number of shares present or represented at shareholders' meetings, and the
proceedings thereof.

                  The Secretary shall keep, or cause to be kept, at the
principal executive office or at the office of the corporation's transfer agent
or registrar, as determined by resolution of the Board of Directors, a share
register, or a duplicate share register, showing the names of all shareholders
and their addresses, the number and classes of shares held by each, the number
and date of certificates issued for the same, and the number and date of
cancellation of every certificate surrendered for cancellation.

                                      13
<PAGE>

                  The Secretary shall give, or cause to be given, notice of all
meetings of the shareholders and of the Board of Directors required by the
Bylaws or by law to be given, and he shall keep the seal of the corporation, if
one be adopted, in safe custody, and shall have such other powers and perform
such other duties as may be prescribed by the Board of Directors or by the
Bylaws.

                  Section 10. CHIEF FINANCIAL OFFICER. The Chief Financial
Officer shall keep and maintain, or cause to be kept and maintained, adequate
and correct books and records of accounts of the properties and business
transactions of the corporation, including accounts of its assets, liabilities,
receipts, disbursements, gains, losses, capital, retained earnings and shares.
The books of account shall be open at all reasonable times to inspection by any
director.

                  The Chief Financial Officer shall deposit all moneys and other
values in the name and to the credit of the corporation with such depositories
as may be designated by the Board of Directors. He shall disburse the funds of
the corporation as may be ordered by the Board of Directors, shall render to the
President and directors, whenever they request it, an account of all of his
transactions as Chief Financial Officer and of the financial condition of the
corporation, and shall have other powers and perform such other duties as may be
prescribed by the Board of Directors or the Bylaws.

                                  ARTICLE VI

               INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES

                               AND OTHER AGENTS

                  Section 1. SCOPE OF INDEMNIFICATION.

                  (a) The corporation shall, to the broadest and maximum extent
permitted by law, indemnify each person who was or is a party or is threatened
to be made a party to any proceeding by reason of the fact that such person is
or was a director of the corporation, or is or was serving at the request of the
corporation as a director of another corporation or other enterprise, against
expenses (including attorneys' fees), judgments, fines, settlements and other
amounts actually and reasonably incurred in connection with such proceeding. In
addition, the corporation shall, to the broadest and maximum extent permitted by
law, promptly upon demand pay to such person any and all expenses (including
attorneys' fees)incurred in defending or settling any such proceeding in advance
of the final disposition of such proceeding upon receipt of an undertaking by or
on behalf of the director to repay such amount if it shall ultimately be
determined by a final judgment or other final adjudication that such person is
not entitled to be indemnified by the corporation as authorized as this Section
1.

                  (b) If a claim under paragraph a. of this Section 1 is not
paid in full by the corporation within 45 days after a written claim has been
received by the corporation, the claimant may at any time thereafter bring suit
against the corporation to recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant shall also be entitled to be paid
the expenses of prosecuting such claim, including attorneys' fees. It shall be a
defense to any such action (other than an action brought to enforce a claim for
expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking has been tendered to the
corporation) that the claimant has not met the standards of conduct which make
it permissible under the California Corporations Code for the corporation to
indemnify the claimant for the amount claimed, but the burden or proving such
defense by clear and convincing evidence shall be on the corporation.

                                       14
<PAGE>

                  (c) The Board of Directors may in its discretion provide by
resolution for such indemnification of, or advance of expenses to, officers,
employees or agents of the corporation, and likewise may refuse to provide for
such indemnification or advance of expenses except to the extent such
indemnification is mandatory under the California General Corporation Law.

                  Section 2. NON-EXCLUSIVITY OF RIGHTS. The rights to
indemnification and to the advancement of expenses conferred in this Article VI
shall not be exclusive of any other right which any person may have or hereafter
acquire under any statute, the corporation's articles of incorporation or any
bylaw, agreement, vote of shareholders or disinterested directors or otherwise.

                  Section 3. TERM AND HEIRS. The rights to indemnification and
advancement of expenses conferred in this Article VI shall continue as to any
person who has ceased to be a director with respect to any acts or omissions
that occurred during the time such person was a director and shall inure to the
benefit of the heirs, executors and administrators of each such person.

                  Section 4. SEVERABILITY. If any provision of this Article VI
shall be found, in any proceeding or appeal therefrom or in any other
circumstances or as to any person entitled to indemnification hereunder to be
unenforceable, ineffective or invalid for any reason, the enforceability, effect
and validity of the remaining parts or of such parts in other circumstances
shall not be affected, except as otherwise required by applicable law.

                  Section 5. AMENDMENTS. The provisions of this Article VI shall
be deemed to constitute an agreement between the corporation and each of the
persons entitled to indemnification hereunder, for as long as such provisions
remain in effect. Any amendment to the provisions of this Article VI which
limits or otherwise adversely affects the scope of indemnification or rights of
any such persons hereunder shall, as to such persons, apply only to claims or
causes of action based on actions or events occurring after such amendment and
delivery of notice of such amendment is given to the person or persons so
affected. Until notice of such amendment is given to. the person or persons
whose rights hereunder are affected, such amendment shall have no effect on such
rights of such persons hereunder. Any person entitled to indemnification under
the provisions of this Article VI shall as to any act or omission occurring
prior to the date of receipt of such notice, be entitled to indemnification to
the same extent as had such provisions continued as Bylaws of the corporation
without such amendment."

                                  ARTICLE VII

                              RECORDS AND REPORTS

                  Section 1. MAINTENANCE AND INSPECTION OF SHARE REGISTER. The
corporation shall keep at its principal executive office, or at the office of
its transfer agent or registrar, if either be appointed and as determined by
resolution of the Board of Directors, a record of its shareholders, giving the
names and addresses of all shareholders and the number and class of shares held
by each shareholder.

                  A shareholder or shareholders of the corporation holding at
least five percent (5%) in the aggregate of the outstanding voting shares of
the corporation may (i) inspect and copy the records of shareholders' names and
addresses and shareholdings during usual business hours upon five (5) business
days prior written demand upon the corporation, and/or (ii) obtain from the
transfer agent of the corporation, upon written demand and upon the tender of
such transfer agent's usual charges for such

                                      15
<PAGE>

list, a list of the shareholders' names and addresses, who are entitled to vote
for the election of directors, and their shareholdings, as of the most recent
record date for which such list has been compiled or as of a date specified by
the shareholder subsequent to the date of demand. Such list shall be made
available to such shareholder or shareholders by the transfer agent on or before
the later of five (5) business days after the demand is received or the date
specified therein as the date as of which the list is to be compiled. The record
of shareholders shall also be open to inspection upon the written demand of any
shareholder or holder of a voting trust certificate, at any time during usual
business hours, for a purpose reasonably related to such holder's interests as a
shareholder or as the holder of a voting trust certificate. Any inspection and
copying under this Section I may be made in person or by an agent or attorney of
the shareholder or holder of a voting trust certificate making such demand.

                   Section 2. MAINTENANCE AND INSPECTION OF BYLAWS. The
corporation shall keep at its principal executive office, or if its principal
executive office is not in the State of California at its principal business
office in this state, the original or a copy of the bylaws as amended to date,
which shall be open to inspection by the shareholders at all reasonable times
during office hours. If the principal executive office of the corporation is
outside this state and the corporation has no principal business office in this
state, the Secretary shall, upon the written request of any shareholder, furnish
to such shareholder a copy of the bylaws as amended to date.

                  Section 3. MAINTENANCE AND INSPECTION OF OTHER CORPORATE
RECORDS. The accounting books and records and minutes of proceedings of the
shareholders and the Board of Directors and any committee or committees of the
Board of Directors shall be kept at such place or places designated by the Board
of Directors, or, in the absence of such designation, at the principal executive
office of the corporation. The minutes shall be kept in written form and the
accounting books and records shall be kept either in written form or in any
other form capable of being converted into written form. Such minutes and
accounting books and records shall be open to inspection upon the written demand
of any shareholder or holder of a voting trust certificate, at any reasonable
time during usual business hours, for a purpose reasonably related to such
holder's interests as a shareholder or as the holder of a voting trust
certificate. Such inspection may be made in person or by an agent or attorney,
and shall include the right to copy and make extracts. The foregoing rights of
inspection shall extend to the records of each subsidiary corporation of the
corporation.

                  Section 4. INSPECTION BY DIRECTORS. Every director shall have
the absolute right at any reasonable time to inspect all books, records and
documents of every kind and the physical properties of the corporation and each
of its subsidiary corporations. Such inspection by a director may be made in
person or by agent or attorney and the right of inspection includes the right to
copy And make extracts.

                  Section 5. ANNUAL REPORT TO SHAREHOLDERS. The Board of
Directors shall cause an annual report to be sent to the shareholders not later
than one hundred twenty days (120) after the close of the fiscal year adopted by
the corporation. The annual report shall contain a balance sheet as of the end
of such fiscal year and an income statement and statement of changes in
financial position for such fiscal year, accompanied by any report thereon of
independent accountants or, if there is no such report, the certificate of an
authorized officer of the corporation that such statements were prepared without
audit from the books and records of the corporation. Such report shall be sent
at least fifteen (15) days prior to the annual meeting of shareholders to be
held during the next fiscal year and in the manner specified in Section 5 of
Article 11 of these bylaws for giving notice to shareholders of the corporation.

                                      16
<PAGE>

                  Section 6. FINANCIAL STATEMENTS. A copy of any annual
financial statement and any income statement of the corporation for each
quarterly period of each fiscal year, and any accompanying balance sheet of the
corporation as of the end of each such period, that has been prepared by the
corporation shall be kept on file in the principal executive office of the
corporation for twelve (12) months and each such statement shall be exhibited at
all reasonable times to any shareholder demanding an examination of any such
statement or a copy shall be mailed to any such shareholder.

                   If the corporation has not sent to the shareholders an annual
report for the last fiscal year, a balance sheet as of the end of such fiscal
year and an income statement and statement of changes in financial position for
such fiscal year shall, upon the written request of any shareholder made more
than one hundred twenty (120) days after the close of such fiscal year, be
delivered or mailed to such shareholder within thirty (30) days after such
request.

                  If a shareholder or shareholders holding at least five percent
(5%) of the outstanding shares of any class of stock of the corporation make a
written request to the corporation for an income statement of the corporation
for the three-month, six-month or nine-month period of the current fiscal year
ended more than thirty (30) days prior to the date of the request, and a balance
sheet of the corporation as of the end of such period, the Chief Financial
Officer shall cause such statement to be prepared, if not already prepared, and
shall deliver personally or mail such statement or statements to the person
making the request within thirty (30) days after the receipt of such request.

                  The corporation also shall, upon the written request of any
shareholder, mail to the shareholder a copy of the last annual, semi-annual or
quarterly income statement which it has prepared and a balance sheet as of the
end of such period.

                  The quarterly income statements and balance sheets referred to
in this section shall be accompanied by the report thereon, if any, of any
independent accountants engaged by the corporation or the certificate of an
authorized officer of the corporation that such financial statements were
prepared without audit from the books and records of the corporation.

                                  ARTICLE VIII

                            GENERAL CORPORATE MATTERS

                  Section 1. RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND
VOTING. For purposes of determining the shareholders 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 other lawful action, (other than action by
shareholders by written consent without a meeting) the Board of Directors may
fix, in advance, a record date, which shall not be more than sixty (60) days
prior to any such action, and in such case only shareholders of record on the
date so fixed are entitled to receive the dividend, distribution or allotment of
rights or to exercise the rights, as the case may be, notwithstanding any
transfer of any shares on the books of the corporation after the record date
fixed as aforesaid. except as otherwise provided in the California General
Corporation Law.

                  If the Board of Directors does not so fix a record date, the
record date for determining shareholders for any such purpose shall be at the
close of business on the day on which the board adopts the resolution relating
thereto, or the sixtieth (60th) day prior to the date of such action, whichever
is later.

                                      17
<PAGE>

                  Section 2. CHECKS, DRAFTS, EVIDENCES OF INDEBTEDNESS. All
checks, drafts or other orders for payment of money, notes or other evidences of
indebtedness, issued in the name of or payable to the corporation, shall be
signed or endorsed by such person or persons and in such manner as, from time to
time, shall be determined by resolution of the Board of Directors.

                  Section 3. CORPORATE CONTRACTS AND INSTRUMENTS; HOW EXECUTED.
The Board of Directors, except as otherwise provided in these bylaws, may
authorize any officer or officers, agent or agents, to enter into any contract
or execute any instrument in the name of and on behalf of the corporation, and
such authority may be general or confined to specific instances; and, unless so
authorized or ratified by the Board of Directors or within the agency power of
an officer, no officer, agent or employee shall have any power or authority to
bind the corporation by any contract or engagement or to pledge its credit or to
render it liable for any purpose or to any amount.

                  Section 4. CERTIFICATES FOR SHARES. A certificate or
certificates for shares of the capital stock of the corporation shall be issued
to each shareholder when any such shares are fully paid, and the Board of
Directors may authorize the issuance of certificates or shares as partly paid
provided that such certificates shall state the amount of the consideration to
be paid therefor and the amount paid thereon. All certificates shall be signed
in the name of the corporation by the Chairman of the Board or Vice Chairman of
the Board or the President or Vice President and by the Chief Financial Officer
or an Assistant Treasurer or the Secretary or any Assistant Secretary,
certifying the number of shares and the class or series of shares owned by the
shareholder. Any or all of the signatures on the certificate may be 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 such person were an
officer, transfer agent or registrar at the date of issue.

                  Section 5. LOST CERTIFICATES. Except as hereinafter in this
Section 5 provided, no new certificates for shares shall be issued in lieu of an
old certificate unless the latter is surrendered to the corporation and
cancelled at the same time. The Board of Directors may in case any share
certificate or certificate for any other security is lost, stolen or destroyed,
authorize the issuance of a new certificate in lieu thereof, upon such terms and
conditions as the board may require, including provision for indemnification of
the corporation secured by a bond or other adequate security sufficient to
protect the corporation against any claim that may be made against it, including
any expense or liability, on account of the alleged loss, theft or destruction
of such certificate or the issuance of such new certificate.

                  Section 6. REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The
Chairman of the Board, the President, or any Vice President, or any other person
authorized by resolution of the Board of Directors by any of the foregoing
designated officers, is authorized to vote on behalf of the corporation any and
all shares of any other corporation or corporations, foreign or domestic,
standing in the name of the corporation. The authority herein granted to said
officers to vote or represent on behalf of the corporation any and all shares
held by the corporation in any other corporation or corporations may be
exercised by any such officer in person or by any person authorized to do so by
proxy duly executed by said officer.

                                  ARTICLE IX

                                  AMENDMENTS

                                       18
<PAGE>

                  Section 1. AMENDMENT BY SHAREHOLDERS. New bylaws may be
adopted or these bylaws may be amended or repealed by the vote or written
consent of holders of two thirds of the outstanding shares entitled to vote.

                  Section 2. AMENDMENT BY DIRECTORS. Subject to the rights of
the shareholders as provided in Section 1 of this Article IX, to adopt, amend or
repeal bylaws, bylaws may be adopted, amended or repealed by the Board of
Directors; provided, however, that the Board of Directors may adopt a bylaw or
amendment thereof changing the authorized number of directors only for the
purpose of fixing the exact number of directors within the limits specified in
the Articles of Incorporation or Section 2 of Article III of these bylaws.

                                   ARTICLE X

                                    GENERAL

                  Section 1. GOVERNING LAW. This corporation is organized under
the provisions of the California General Corporation Law (Corporations Code
Sections 100-2319)as in effect on the date of filing of its original articles
of incorporation, namely January 20, 1961. Upon such filing the California
Secretary of State assigned the following corporation number to this
corporation: 408367. The corporate affairs of this corporation shall be governed
by and conducted in accordance with the provisions of the California General
Corporation Law, as the same presently exist and are from time to time hereafter
amended or superseded, except in those instances where the articles of
incorporation or bylaws of this corporation, now or through amendment hereafter,
may adopt alternative rules which are permissible under the California General
Corporation Law. Any provision (or portion thereof)in these bylaws which is not
permissible under the California General Corporation Law or is inconsistent with
the articles of incorporation of this corporation (as they may from time to time
be amended and supplemented)is void, but the balance of these bylaws shall
nevertheless be valid and effective.

                  Section 2. CONSTRUCTION AND DEFINITIONS. Unless the context
requires otherwise, the general provisions, rules of construction, and
definitions in the California General Corporation Law shall govern the
construction of these bylaws. Without limiting the generality of the foregoing,
the singular number includes the plural, the plural number includes the
singular, and the term "person" includes both a corporation and a natural
person.

                                      19
<PAGE>

                           CERTIFICATE OF SECRETARY




                  I, the undersigned, do hereby certify:

                           (1)  That I am duly elected and acting Secretary of
Mercury General Corporation, a California corporation; and

                           (2)  That the foregoing bylaws constitute the bylaws
of said corporation as duly adopted and restated by the board of directors of
said corporation as of July 30, 1999.

                  IN WITNESS WHEREOF, I have' hereunto subscribed my name this
___ day of September, 1999.


                       ________________________________
                            Judy Walters, Secretary

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