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                                                                     Exhibit 3.2

                                                            Amended and Restated
                                                             as of July 27, 1999

                                RESTATED BY-LAWS

                                       OF

                           ALLIED RESEARCH CORPORATION

                                    ARTICLE I

                                     Offices

SECTION 1. Registered Office and Registered Agent.

         The registered office of Allied Research Corporation (the
"Corporation") shall be located in the City of Dover, County of Kent, State of
Delaware and the name and address of the resident agent of the Corporation shall
be United States Corporation Company, 306 South State Street, Dover, Delaware
19901, unless otherwise provided by the Board of Directors of the Corporation
(the "Board of Directors" or the "Board") .

SECTION 2. Other Offices.

         The Corporation may also have offices at such other places, within or
without the State of Delaware, as the Board of Directors may from time to time
designate.

                                   ARTICLE II

                                      Seal

         The corporate seal shall be circular in form and shall contain the name
of the Corporation, the year of its organization and the words "Corporate Seal,
Delaware."

                                   ARTICLE III

                            Meetings of Stockholders

SECTION 1. Place of Meeting.

         All meetings of the stockholders for the election of directors shall be
held at such place, within or without the State of Delaware, as shall be
designated by the Board of Directors and stated in the notice of the meeting.
Meetings of the stockholders for any other purpose may be

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held at such place, within or without the State of Delaware, as shall be
designated by the person calling such meeting and stated in the notice of the
meeting.

SECTION 2. Annual Meetings.

         The annual meeting of stockholders shall be held on a date and at a
time set by the Board of Directors, at which meeting the stockholders shall
elect directors by plurality vote and shall transact such other business as may
properly be brought before the meeting.

SECTION 3. Special Meetings.

         Special meetings of the stockholders for any purpose or purposes may be
called by the President, or by the directors (either by written instrument
signed by a majority or by resolution adopted by a vote of the majority), and
special meetings shall be called by the President or the Secretary whenever
stockholders owning a majority of the capital stock issued, outstanding and
entitled to vote so request in writing. Such request shall state the purpose or
purposes of the proposed meeting.

SECTION 4. Notice.

         Written or printed notice of every meeting of stockholders, annual or
special, stating the time and place thereof, and if a special meeting, the
purpose or purposes in general terms for which the meeting is called, shall not
less than ten (10) nor more than sixty (60) days before such meeting, be served
upon or mailed to each stockholder entitled to vote thereat, at his address as
it appears upon the stock records of the Corporation or, if such stockholder
shall have filed with the Secretary of the Corporation a written request that
notices intended for him be mailed to some other address, then the address
designated in such request.

         Notice of the time, place and/or purpose of any meeting of stockholders
may be dispensed with if every stockholder entitled to vote thereat shall attend
either in person or by proxy, or if every absent stockholder entitled to such
notice shall in writing filed with the records of the meeting, either before or
after the holding thereof, waive such notice.

SECTION 5. Stock List.

         At least ten (10) days before every meeting of stockholders, a complete
list of the stockholders entitled to vote at said meeting, arranged in
alphabetical order, with the residence of each and the number of voting shares
held by each, shall be prepared by the Secretary. Such list shall be open to the
examination of any stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten (10) days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present.

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SECTION 6. Quorum.

         Except as otherwise provided by law or by the Certificate of
Incorporation, as amended, the presence in person or by proxy at any meeting of
stockholders of the holders of a majority of the shares of the capital stock of
the Corporation issued and outstanding and entitled to vote thereat, shall be
requisite and shall constitute a quorum. If, however, such majority shall not be
represented at any meeting of the stockholders regularly called, the holders of
a majority of the shares present or represented and entitled to vote thereat
shall have power to adjourn the meeting to another time, or to another time and
place, without notice other than announcement of adjournment at the meeting, and
there may be successive adjournments for like cause and in like manner until the
requisite amount of shares entitled to vote at such meeting shall be
represented. At such adjourned meeting at which the requisite amount of shares
entitled to vote thereat shall be represented, any business may be transacted
which might have been transacted at the meeting as originally notified.

SECTION 7. Votes, Proxies.

         Except as otherwise provided by the Certificate of Incorporation, as
amended, or by law, each stockholder as of the date set by the Board of
Directors for the determination of stockholders entitled to vote at such
meeting, shall be entitled to one vote on each matter for each share of the
capital stock having voting power held by such stockholder. At each such meeting
every stockholder shall be entitled to vote in person, or by proxy appointed
either (i) by an instrument in writing executed by such stockholder or (ii) by a
telegram, or other means of electronic transmission setting forth or submitted
with information from which it can be determined that the telegram, cablegram or
other electronic transmission was authorized by the stockholder and, in either
case, bearing a date not more than three (3) years prior to the meeting in
question, unless said instrument or transmission provides for a longer period
during which it is to remain in force.

         All elections of directors shall be held by written ballot. If the
presiding officer of the meeting shall so determine, a vote may be taken upon
any other matter by ballot and shall be so taken upon the request of any
stockholder entitled to vote on such matter.

         At elections of directors, the presiding officer of the meeting shall
appoint an odd number of inspectors of election, who shall first take and sign
an oath or affirmation faithfully to execute the duties of inspector at such
meeting with strict impartiality and according to the best of their ability and
who shall take charge of the polls and, after the balloting, shall certify their
determination of the number of shares represented at the meeting and their count
of all votes and ballots. No director or candidate for the office of director
shall be appointed as such inspector.

SECTION 8. Organization.

         The Chairman of the Board, if there be one, or in his absence the
President, or in the absence of both the Chairman of the Board and the
President, a Vice-President shall call meetings of the stockholders to order and
shall act as chairman thereof. The Secretary of the

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Corporation, if present, shall act as secretary of all meetings of stockholders
and, in his absence, the presiding officer may appoint an acting secretary.

SECTION 9.  Record Date for Action by Written Consent.

         In order that the Corporation may determine the stockholders entitled
to consent to corporate action in writing without a meeting, the Board of
Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors, and which date shall not be more than ten (10) days after the date
upon which the resolution fixing the record date is adopted by the Board of
Directors. Any stockholder of record seeking to have the stockholders authorize
or take corporate action by written consent shall, by written notice to the
Secretary, request the Board of Directors to fix a record date. The Board of
Directors shall promptly, but in all events within ten (10) days after the date
on which such a request is received, adopt a resolution fixing the record date
(unless a record date has previously been fixed by the Board of Directors
pursuant to the first sentence of this Section 9). If no record date has been
fixed by the Board of Directors pursuant to the first sentence of this Section 9
or otherwise within ten (10) days of the date on which such a request is
received, the record date for determining stockholders entitled to consent to
corporate action in writing without a meeting, when no prior action by the Board
of Directors is required by applicable law, shall be the first date on which a
signed written consent setting forth the action taken or proposed to be taken is
delivered to the Corporation by delivery to its registered office in Delaware,
its principal place of business, or to any officer or agent of the Corporation
having custody of the book in which proceedings of meetings of stockholders are
recorded. Delivery shall be by hand or by certified or registered mail, return
receipt requested. If no record date has been fixed by the Board of Directors
and prior action by the Board of Directors is required by applicable law, the
record date for determining stockholders entitled to consent to corporate action
in writing without a meeting shall be at the close of business on the date on
which the Board of Directors adopts the resolution taking such prior action.

SECTION 10. Inspectors of Written Consent.

         In the event of the delivery, in the manner provided by Section 9, to
the Corporation of the requisite written consent or consents to take corporate
action and/or any related revocation or revocations, the Corporation shall
engage independent inspectors of elections for the purpose of performing
promptly a ministerial review of the validity of the consents and revocations.
For the purpose of permitting the inspectors to perform such review, no action
by written consent without a meeting shall be effective until such date as the
independent inspectors certify to the Corporation that the consents delivered to
the Corporation in accordance with Section 9 represent at least the minimum
number of votes that would be necessary to take the corporate action. Nothing
contained in this Section 10 shall in any way be construed to suggest or imply
that the Board of Directors or any stockholder shall not be entitled to contest
the validity of any consent or revocation thereof, whether before or after such
certification by the independent inspectors, or to take any other action
(including, without limitation, the commencement, prosecution, or defense of any
litigation with respect thereto, and the seeking of injunctive relief in such
litigation).

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SECTION 11. Effectiveness of Written Consent.

         Every written consent shall bear the signature of each stockholder who
signs the consent and no written consent shall be effective to take the
corporate action referred to therein unless, within sixty (60) days of the
earliest dated written consent received in accordance with Section 9, a written
consent or consents signed by a sufficient number of holders to take such action
are delivered to the Corporation in the manner prescribed in Section 9. Any
stockholder of record seeking to have the stockholders authorize or take
corporate action by written consent shall deliver the initial written consent
received by it to the Corporation in the manner prescribed by Section 9 as soon
as received by such stockholder.

                                   ARTICLE IV

                                    Directors

SECTION 1.  Qualification of Directors.

      (a)   Directors need not be stockholders of the Corporation.

      (b)   Nominations for election of directors may be made by any stockholder
entitled to vote for the election of directors if written notice (the "Notice")
of the stockholder's intent to nominate a director at the meeting is given by
the stockholder and received by the Secretary of the Corporation in the manner
and within the time specified in this Section 1. The Notice shall be delivered
to the Secretary of the Corporation not less than fourteen (14) days nor more
than fifty (50) days prior to any meeting of the stockholders called for the
election of directors; except that if less than twenty-one (21) days' notice of
the meeting is given to stockholders, the Notice shall be delivered to the
Secretary of the Corporation not later than the earlier of the seventh day
following the day on which notice of the meeting was first mailed to
stockholders or the fourth day prior to the meeting. In lieu of delivery to the
Secretary, the Notice may be mailed to the Secretary by certified mail, return
receipt requested, but shall be deemed to have been given only upon actual
receipt by the Secretary. The requirements of this Section shall not apply to a
nomination for directors made to th stockholders by the Board of Directors.

      (c)   The Notice shall be in writing and shall contain or be accompanied
by:
            (1)   the name and residence address of the nominating stockholder;

            (2)   a representation that the stockholder is a holder of
record of voting stock of the Corporation and intends to appear in person or by
proxy at the meeting to nominate the person or persons specified in the Notice;

            (3)   such information regarding each nominee as would have been
required to be included in a proxy statement filed pursuant to Regulation 14A of
the rules and regulations established by the Securities and Exchange Commission
under the Securities Exchange Act of 1934 (or pursuant to any successor act or
regulation) had proxies been solicited with respect to such nominee by the
management or Board of Directors of the Corporation;

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            (4)   a description of all arrangements or understandings among the
stockholder and each nominee and any other person or persons (naming such person
or persons) pursuant to which the nomination or nominations are to be made by
the stockholder;

            (5)   the consent of each nominee to serve as a director of the
Corporation if so elected.

SECTION 2.  Number.

         The business and affairs of the Corporation shall be conducted and
managed by a Board of Directors, none of whom need be a stockholder. The number
of directors of the Corporation shall not be less than three (3) nor more than
fifteen (15), the exact number of directors to be determined from time to time
by resolution of the Board of Directors. Vacancies resulting from any increase
in the number of directors shall be filled as provided in Section 4 of this
Article IV.

SECTION 3.  Term of Office.

         Each director shall hold office until the next annual meeting of
stockholders and until his successor is duly elected and qualified or until his
earlier death or resignation, subject to the right of the stockholders at any
time to remove any director as provided in Section 5 of this Article.

SECTION 4.  Vacancies.

         If any vacancy shall occur among the directors, or if the number of
directors shall at any time be increased, the directors in office, although less
than a quorum, may fill by a majority vote the vacancies or newly created
directorships, or any such vacancies or newly created directorships may be
filled by the stockholders at any meeting.

SECTION 5.  Removal by Stockholders.

         The stockholders of the Corporation entitled to vote for the election
of directors may in their discretion, at any meeting duly called for the
purpose, by a majority vote, remove any director or directors, with or without
cause, and elect a new director or directors in place thereof.

SECTION 6.  Meetings.

         Meetings of the Board of Directors shall be held at such place, within
or without the State of Delaware, as may from time to time be fixed by
resolution of the Board of Directors or by the President, and as shall be
specified in the notice or waiver of notice or any meeting. Meetings may be held
at any time upon the call of the President or of the Secretary or any two (2) of
the directors in office by telegraphic or written notice, duly delivered by hand
or mailed to each director at his usual place of business not less than two (2)
days before such meeting. Meetings may be held at any time and place without
notice if all the directors are present or if those not present shall, in
writing or by telegram, before or after the meeting, waive notice thereof. A

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regular meeting of the Board may be held without notice immediately following
the annual meeting of stockholders at the place where such annual meeting is
held. Regular meetings of the Board may also be held without notice at such time
and place as shall from time to time be determined by resolution of the Board.

SECTION 7.  Quorum.

         A majority, but not less than two (2) of the directors, shall
constitute a quorum for the transaction of business. If at any meeting of the
Board of Directors there shall be less than a quorum present, a majority of
those present may adjourn the meeting from time to time without notice other
than announcement of the adjournment at the meeting, and at such adjourned
meeting at which a quorum is present, any business may be transacted which might
have been transacted at the meeting as originally notified.

SECTION 8.  Compensation.

         Directors, as such, shall be entitled to receive such stated
compensation for their services as may be established from time to time by
resolution of the Board of Directors, and expenses of attendance, if any, may be
allowed for attendance at each regular or special meeting thereof. Nothing in
this Section shall be construed to preclude a director from serving the
Corporation in any other capacity and receiving compensation therefor.

                                    ARTICLE V

                               Executive Committee

SECTION 1.  Executive Committee.

         The Board of Directors may appoint an Executive Committee of two (2) or
more members, to serve during the pleasure of the Board, to consist of such
directors as the Board may from time to time designate. The Chairman of the
Executive Committee shall be designated by the Board of Directors.

SECTION 2.  Procedure.

         The Executive Committee, by a vote of a majority of its members, shall
fix its own times and places of meetings, shall determine the number of its
members constituting a quorum for the transaction of business, and shall
prescribe its own rules of procedure.

SECTION 3.  Powers.

         During the intervals between the meetings of the Board of Directors,
the Executive Committee shall posses and may exercise all the powers of the
Board in the management and direction of the business and affairs of the
Corporation, subject to such restrictions as are imposed by the laws of the
State of Delaware.

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SECTION 4.  Reports.

         The Executive Committee shall keep regular minutes of its proceedings
and all action by the Executive Committee shall be reported promptly to the
Board of Directors. Such action shall be subject to review by the Board,
provided that no rights of third parties shall be affected by such review.

SECTION 5.  Compensation of Members of Executive Committee.

         The Board of Directors by resolution may fix the compensation of the
Executive Committee for their services as such, but unless so fixed the members
of the Executive Committee shall not be entitled to any compensation for their
services as such.

SECTION 6.  Additional Committees.

         The Board of Directors may appoint such other committee or committees
of two (2) or more members, to serve during the pleasure of the Board, to
consist of such directors as the Board may from time to time designate, and to
possess and exercise such powers and to perform such duties as the Board time
designate. The Chairman of any such committee shall be designated by the Board
of Directors.

                                   ARTICLE VI

                                    Officers

SECTION 1.  Officers.

         The Board of Directors shall elect, as executive officers, a President,
a Secretary and a Treasurer, and in its discretion a Chairman of the Board, one
(1) or more Vice-Presidents and one (1) or more Assistant Secretaries and
Assistant Treasurers. Such officers shall be elected annually by the Board of
Directors at its first meeting following the annual meeting of stockholders, and
each shall hold office until the corresponding meeting of the Board in the next
year and until his successor shall have been duly elected and qualified, or
until he shall have died or resigned or shall have been removed, in the manner
provided herein. Any two (2) offices (except those of the President and
Secretary) may be held by the same person and the powers and duties of Secretary
and Treasurer may be exercised and performed by the same person. The Board of
Directors shall designate either the Chairman of the Board or the President as
the Chief Executive Officer of the Corporation. In the event the Chairman of the
Board is designated as the Chief Executive Officer of the Corporation, the
President may be designated as the Chief Operating Officer of the Corporation,
reporting directly to the Chairman of the Board/Chief Executive Officer.

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SECTION 2.  Vacancies.

         Any vacancy in any office may be filled for the unexpired portion of
the term by the Board of Directors at any regular or special meeting.

SECTION 3.  Chief Executive Officer.

         The Chief Executive Officer shall be a member of the Board of Directors
of the Corporation. Subject to the direction of the Board of Directors, the
Chief Executive Officer shall have and exercise direct charge of and general
supervision over the business and affairs of the Corporation and shall perform
all duties incident to the office of a Chief Executive Officer of a corporation,
and such other duties as from time to time may be assigned to him by the Board
of Directors.

SECTION 4.  Chairman of the Board.

         The Chairman of the Board, if elected, shall be a member of the Board
of Directors and shall preside at its meetings. He shall advise and counsel with
the President, and in his absence, with other executives of the Corporation, and
shall perform such other duties as may from time to time be assigned to him by
the Board of Directors.

SECTION 5.  Vice-Presidents.

         Each Vice-President, if elected, shall have and exercise such powers
and shall perform such duties as from time to time may be conferred upon or
assigned to him the Board of Directors or as may be delegated to him by the
President.

SECTION 6.  Secretary.

         The Secretary: (i) shall keep the minutes of all meetings of the
stockholders and of the Board of Directors in books provided for the purpose;
(ii) shall see that all notices are duly given in accordance with the provisions
of law and these by-laws; (iii) shall be custodian of the records and of the
corporate seal or seals of the Corporation; (iv) shall see that the corporate
seal is affixed to all documents, the execution of which, on behalf of the
Corporation, under its seal, is duly authorized and when the seal is so affixed
may attest the same; (v) may sign, with the Chairman of the Board, the President
or a Vice-President, certificates of stock of the Corporation; and, (vi) in
general, shall perform all duties incident to the office of a secretary of a
corporation, and such other duties as from time to time may be assigned by the
Board of Directors.

SECTION 7.  Assistant Secretaries.

         The Assistant Secretaries in order of I their seniority shall, in the
absence or disability of the Secretary, perform the duties and exercise the
powers of the Secretary and shall perform such other duties as the Board of
Directors shall prescribe.

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SECTION 8.  Treasurer.

         The Treasurer: (i) shall have charge of and be responsible for all
funds, securities, receipt and disbursements of the Corporation; (ii) shall
deposit, or cause to be deposited, in the name of the Corporation, all monies or
other valuable effects in such banks, trust companies or other depositaries as
shall from time to time, be selected by the Board of Directors; (iii) may
endorse for collection on behalf of the Corporation, checks, notes and other
obligations; (iv) may sign receipts and vouchers for payments made to the
Corporation; (v) singly or jointly with another person as the Board of Directors
may authorize, may sign checks of the Corporation and pay out and dispose of the
proceeds under the direction of the Board; (vi) shall render to the President
and to the Board of Directors, whenever requested, an account of the financial
condition of the Corporation; (vii) may sign, with the Chairman of the Board,
the President or a Vice-President, certificates of stock of the Corporation;
and, (viii) in general, shall perform all the duties incident to the office of a
treasurer of a corporation, and such other duties as from time to time may be
assigned to him by the Board of Directors.

SECTION 9.  Assistant Treasurers.

         The Assistant Treasurers in order of their seniority shall, in the
absence or disability of the Treasurer, perform the duties and exercise the
powers of the Treasurer and shall perform such other duties as the Board of
Directors shall prescribe.

SECTION 10. Subordinate Officers.

         The Board of Directors may appoint subordinate officers as it may deem
desirable. Each such officer shall hold office for such period, have such
authority and perform such duties as the Board of Directors may prescribe. The
Board of Directors may, from time to time, authorize any officer to appoint and
remove subordinate officers and to prescribe the powers and duties thereof.

SECTION 11. Compensation.

         The Board of Directors shall have power to fix the compensation of all
officers of the Corporation. It may authorize any officer, upon whom the power
of appointing subordinate officers may have been conferred, to fix the
compensation of such subordinate officers.

SECTION 12. Removal.

         Any officer of the Corporation may be removed, with or without cause,
by a majority vote of the Board of Directors at a meeting called for that
purpose.

SECTION 13. Bonds.

         The Board of Directors may require any officer of the Corporation to
give a bond to the Corporation conditional upon the faithful performance of his
duties, with one or more sureties and in such amount as may be satisfactory to
the Board of Directors.

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                                   ARTICLE VII

                              Certificates of Stock

SECTION 1. Form and Execution of Certificates.

         The interest of each stockholder of the Corporation shall be evidenced
by a certificate or certificates for shares of stock in such form as the Board
of Directors may from time to time prescribe. The certificates of stock of each
class and series now authorized or which may hereafter be authorized by the
Certificate of Incorporation, as amended, shall be consecutively numbered and
signed by the Chairman of the Board, the President or a Vice-President and by
the Secretary or an Assistant Secretary or the Treasurer or an Assistant
Treasurer of the Corporation, and may be countersigned and registered in such
manner as the Board of Directors may by resolution prescribe, and shall bear the
corporate seal or a printed or engraved facsimile thereof. Where any such
certificate is signed by a transfer agent or transfer clerk acting on behalf of
the Corporation and by a registrar, the signatures of any such Chairman of the
Board, President, Vice President, Treasurer, Assistant Treasurer, Secretary or
Assistant Secretary may be facsimiles, engraved or printed. In case any officer
or officers, who shall have signed or whose facsimile signature or signatures
shall have been used on any such certificate or certificates, shall cease to be
such officer or officers, whether because of death, resignation or otherwise,
before such certificate or certificates shall have been delivered by the
Corporation, such certificate or certificates may nevertheless be issued and
delivered by the Corporation as though the person or persons who signed such
certificate or certificates or whose facsimile signature or signatures shall
have been used thereon had not ceased to be such officer or officers.

SECTION 2.  Transfer of Shares.

         Subject to any applicable restrictions contained in the Certificate of
Incorporation, as amended, or referred to on the face of the particular stock
certificate, the shares of the stock of the Corporation shall be transferable on
the books of the Corporation by the holder thereof in person or by his attorney
lawfully constituted, upon surrender for cancellation of certificates for the
same number of shares, with an assignment and power of transfer endorsed thereon
or attached thereto, duly executed, with such proof or guaranty of the
authenticity of the signature as the Corporation or its agents may reasonably
require. The Corporation shall be entitled to treat the holder of record of any
share or shares of stock as the holder in fact thereof and accordingly shall not
be bound to recognize any equitable or other claim to or interest in such share
or shares on the part of any other person whether or not it shall have express
or other notice thereof, save as expressly provided by law or by the Certificate
of Incorporation, as amended.

SECTION 3.  Closing of Transfer Books.

         The stock transfer books of the Corporation may, if deemed expedient by
the Board of Directors, be closed for such length of time not exceeding sixty
(60) days as the Board may determine, preceding the date of any meeting of
stockholders, or the date for the payment of any dividend, or the date for the
allotment of rights, or the date when any issuance, change,

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conversion or exchange of capital stock shall go into effect, or the date of any
other lawful action, during which time no transfer of stock on the books of the
Corporation may be made.

SECTION 4.  Dates of Record.

If deemed expedient, the Board of Directors may fix in advance a date not less
than ten (10) nor more than sixty (60) days preceding the date of any meeting of
stockholders, or the date for the payment of any dividend, or the date of the
allotment of rights, or the date when any issuance, change, conversion or
exchange of capital stock shall go into effect, or the date of any other lawful
action, as a record for the determination of the stockholders entitled to notice
of, and to vote at any such meeting, or entitled to receive payment of any such
dividend or to any such allotment of rights, or to exercise the rights in
respect of any such issuance, change, conversion or exchange of capital stock,
or to take any other lawful action, as the case may be, and in such case only
such stockholders as shall be stockholders of record on the date so fixed shall
be entitled to such notice of, and to vote at such meeting, or to receive
payment of such dividend, or to receive such allotment of rights, or to exercise
such right or take such actions as the case may be, notwithstanding any transfer
of any stock on the books of the Corporation after any record date fixed
aforesaid.

         In order that the Corporation may determine the stockholders entitled
to consent to corporate action in writing without a meeting, the Board of
Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors, and which date shall not be more than ten (10) days after the date
upon which the resolution fixing the record date is adopted by the Board of
Directors. Any stockholder seeking to have the stockholders authorize or take
corporate action by written consent shall, by written notice to the Secretary,
request the Board of Directors to fix a record date. The Board of Directors
shall promptly, but in all events within ten (10) days after the date on which
such a request is received, adopt a resolution fixing the record date. If no
record date has been fixed by the Board of Directors within ten (10) days of the
receipt of the request for a resolution fixing the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting, and no prior action by the Board of Directors is required by applicable
law, the record date shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
Secretary of the Corporation. Delivery shall be by hand or by certified or
registered mail, return receipt requested. If no record date has been fixed by
the Board of Directors and prior action by the Board of Directors is required by
applicable law, the record date for determining stockholders entitled to consent
to corporate action in writing without a meeting shall be at the close of
business on the date on which the Board of Directors adopts the resolution
taking such prior action.

SECTION 5.  Lost or Destroyed Certificates.

         In case of the loss or destruction of any certificate of stock, a new
certificate may be issued in its place upon proof of such loss, destruction or
mutilation and, if required by the Corporation, upon the giving of a
satisfactory bond of indemnity to the Corporation, in such sum as the Board of
Directors may provide.

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SECTION 6.  Rights Agreement.

         Rights issued pursuant to the Rights Agreement, dated as of June 8,
1991, between the Corporation and Security Trust Company, N.A. (the "Rights
Agreement") may be transferred by an Acquiring Person or an Associate or
Affiliate of an Acquiring Person (as such terms are defined in the Rights
Agreement) only in accordance with the terms of, and subject to the restrictions
contained in, the Rights Agreement.

                                  ARTICLE VIII

                               Checks, Notes, Etc.

SECTION 1.  Execution of Checks, Notes, Etc

         All checks and drafts on the Corporation's bank accounts and all bills
of exchange and promissory notes, and all acceptances, obligations and other
instruments for the payment of money, shall be signed by such officer or
officers, agent or agents, as shall be thereunto authorized from time to time by
the Board of Directors.

SECTION 2.  Execution of Contracts, Assignments, Etc.

         All contracts, agreements, endorsements, assignments, transfers, stock
powers or other instruments, authorized by the Board of Directors, shall be
signed by the President or any Vice- President or by such other officer or
officers, agent or agents, as shall be thereunto authorized by the Board o
Directors. Any authorization by the Board of Directors may be general or
confined to specific instances.

SECTION 3.  Execution of Proxies.

         Unless otherwise provided by resolution of the Board of Directors, the
President or in his absence or disability a Vice-President, may authorize from
time to time the signature and issuance of proxies to vote upon shares of stock
of other companies standing in the name of the Corporation. All such proxies
shall be signed in the name of the Corporation by the President or a
Vice-President and by the Secretary or an Assistant Secretary.

                                   ARTICLE IX

                              Waivers and Consents

         Whenever any notice is required to be given by law, or under the
provisions of the Certificate of Incorporation, as amended, or of these by-laws,
such notice may be waived, in writing, signed by the person or persons entitled
to such notice, or by his attorney or attorneys thereunto authorized, whether
before or after the event or action to which such notice relates.

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         Whenever the vote of stockholders at a meeting thereof is required or
permitted to be taken in connection with any corporate action by any provision
of law or of the Certificate of Incorporation, as amended, or of these by-laws,
the meeting and vote of stockholders may be dispensed with if a consent in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted.

         Any action required or permitted to be taken at any meeting of the
Board of Directors or of any Committee of the Board of Directors may be taken
without a meeting, if prior to such action a written consent thereto is signed
by all members of the Board of Directors or of such Committee as the case may
be, and such written consent is filed with the minutes of proceedings of the
Board of Directors or of such Committee.

                                    ARTICLE X

                                    Dividends

         Except as otherwise provided by law or by the Certificate of
Incorporation, as amended, the Board of Directors may declare dividends out of
the surplus of the Corporation at such times and in such amounts as it may from
time to time designate.

         Before crediting net profits to surplus in any year, there may be set
aside out of the net profits of the Corporation for that year such sum or sums
as the Board of Directors from time to time in its absolute discretion may deem
proper as a reserve fund or funds to meet contingencies or for equalizing
dividends or for repairing or maintaining any property of the Corporation or for
such other purpose as the Board of Directors shall deem conducive to the
interests of the Corporation.

                                   ARTICLE XI

                                 Indemnification

         The Corporation shall indemnify all of its officers and directors to
the fullest extent permitted by applicable Delaware law as it now exists or as
it may be amended from time to time.

                                   ARTICLE XII

                               Inspection of Books

         The Board of Directors shall determine from time to time whether, and
if allowed, when and under what conditions and regulations, the accounts and
books of the Corporation (except

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such as may by statute be specifically open to inspection) or any of them, shall
be open to the inspection of the stockholders and the stockholders' rights in
this respect are and shall be restricted and limited accordingly.

                                  ARTICLE XIII

                                   Fiscal Year

         The fiscal year of the Corporation shall end on such date as the Board
of Directors may by resolution specify and the Board of Directors may by
resolution change such date for future fiscal years at any time or from time to
time.

                                   ARTICLE XIV

                                   Amendments

         These by-laws may be altered, amended or repealed and new by-laws
adopted by the stockholders or by the Board of Directors by a majority vote at
any meeting called for that purpose.

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