<PAGE>

                                                                     EXHIBIT 3.2



                          AMENDED AND RESTATED
                                 BYLAWS
                                   OF
                        MAVERICK TUBE CORPORATION



                            TABLE OF CONTENTS

                                                                        Page No.

ARTICLE I -- OFFICES.......................................................  1

    Section 1.   Registered Office.........................................  1
    Section 2.   Other Offices.............................................  1

ARTICLE II -- MEETINGS OF STOCKHOLDERS.....................................  1

    Section 1.   Place of Meetings.........................................  1
    Section 2.   Annual Meeting of Stockholders............................  1
    Section 3.   Quorum; Adjourned Meetings and Notice Thereof.............  1
    Section 4.   Voting....................................................  2
    Section 5.   Proxies...................................................  2
    Section 6.   Special Meetings..........................................  2
    Section 7.   Notice of Stockholders' Meetings..........................  3
    Section 8.   Waiver of Notice..........................................  3
    Section 9.   Maintenance and Inspection of Stockholder List............  3
    Section 10.  Stockholder Action by Written Consent Without a Meeting...  4
    Section 11.  Inspectors of Election....................................  4
    Section 12.  Procedure for Stockholders' Meeting.......................  5
    Section 13.  Order of Business.........................................  5
    Section 14.  Procedures for Bringing Business Before an Annual Meeting.  5
    Section 15.  Procedures for Nominating Directors.......................  6

ARTICLE III -- DIRECTORS...................................................  7

    Section 1.   Number and Qualification of Directors.....................  7
    Section 2.   Election and Term of Office...............................  8
    Section 3.   Resignation and Removal of Directors......................  8
    Section 4.   Vacancies.................................................  8
    Section 5.   Powers....................................................  9
    Section 6.   Place of Directors' Meetings..............................  9
    Section 7.   Regular Meetings..........................................  9
    Section 8.   Special Meetings..........................................  9
    Section 9.   Quorum....................................................  9
    Section 10.  Action Without Meeting.................................... 10
    Section 11.  Telephonic Meetings....................................... 10
    Section 12.  Meetings and Action of Committees......................... 10
    Section 13.  Special Meetings of Committees............................ 11
    Section 14.  Minutes of Committee Meetings............................. 11
    Section 15.  Compensation of Directors................................. 11
    Section 16.  Indemnification........................................... 11

ARTICLE IV -- OFFICERS..................................................... 12

    Section 1.   Officers.................................................. 12
    Section 2.   Election of Officers...................................... 12
    Section 3.   Subordinate Officers...................................... 12
    Section 4.   Removal and Resignation of Officer........................ 12
    Section 5.   Vacancies in Office....................................... 13
    Section 6.   Chairman of the Board..................................... 13
    Section 7.   Vice Chairman of the Board................................ 13
    Section 8.   President................................................. 13
    Section 9.   Vice Presidents........................................... 14
    Section 10.  Secretary................................................. 14
    Section 11.  Chief Financial Officer................................... 14
    Section 12.  Treasurer................................................. 15

ARTICLE V -- CERTIFICATES FOR STOCK........................................ 15

    Section 1.   Certificates.............................................. 15
    Section 2.   Signatures on Certificates................................ 15
    Section 3.   Statement of Stock Rights, Preferences, Privileges........ 15
    Section 4.   Lost, Stolen or Destroyed Certificates.................... 16
    Section 5.   Transfers of Stock........................................ 16
    Section 6.   Fixing Record Date........................................ 16
    Section 7.   Registered Stockholders................................... 16

ARTICLE VI -- GENERAL PROVISIONS........................................... 17

    Section 1.   Dividends................................................. 17
    Section 2.   Payment of Dividends; Directors' Duties................... 17
    Section 3.   Checks.................................................... 17
    Section 4.   Corporate Contracts and Instruments....................... 17
    Section 5.   Fiscal Year............................................... 17
    Section 6.   Manner of Giving Notices.................................. 17
    Section 7.   Waiver of Notice.......................................... 18
    Section 8.   Annual Statement.......................................... 18

ARTICLE VII -- AMENDMENTS.................................................. 18

    Section 1.   Amendment by Directors.................................... 18
    Section 2.   Amendment by Stockholders................................. 18



<PAGE>
                              AMENDED AND RESTATED
                                     BYLAWS
                                       OF
                            MAVERICK TUBE CORPORATION


                              ARTICLE I -- OFFICES

     Section 1. Registered Office. The registered office shall be in the City of
Wilmington, County of New Castle, State of Delaware.

     Section 2. Other  Offices.  The  Corporation  may also have offices at such
other  places  both  within and  without  the State of  Delaware as the Board of
Directors may from time to time determine or the business of the Corporation may
require.

                     ARTICLE II -- MEETINGS OF STOCKHOLDERS

     Section 1. Place of  Meetings.  All meetings of the  stockholders  shall be
held at such place  either  within or without  the State of Delaware as shall be
designated  from time to time by the Board of Directors and stated in the notice
of the meeting.

     Section  2.  Annual   Meeting  of   Stockholders.   An  annual  meeting  of
stockholders shall be held on the third Tuesday in February in each year, if not
a  legal  holiday,  and if a  legal  holiday,  then  on the  next  business  day
following, at 2:00 p.m. or at such other date and time as may be determined from
time to time by resolution adopted by the Board of Directors of the Corporation,
and  transacting  such other  business  as may  properly  be brought  before the
meeting.

     Section 3. Quorum; Adjourned Meetings and Notice Thereof. A majority of the
stock  issued  and   outstanding   and  entitled  to  vote  at  any  meeting  of
stockholders,  the  holders  of which are  present in person or  represented  by
proxy,  without  regard to class or series,  shall  constitute  a quorum for the
transaction of business except as otherwise  provided by law, by the Amended and
Restated  Certificate of Incorporation of the Corporation,  as it may be amended
from time to time (the  "Certificate of  Incorporation"),  or by these Bylaws. A
quorum, once established,  shall not be broken by the withdrawal of enough votes
to leave less than a quorum  and the votes  present  may  continue  to  transact
business  until   adjournment   provided  that  any  action  taken  (other  than
adjournment)  is  approved  by at least a  majority  of the shares  required  to
constitute a quorum or, if higher,  such percentage of the Corporation's  voting
power  as may be  required  by  the  express  provision  of  the  statutes,  the
Certificate of Incorporation or these Bylaws. If, however, such quorum shall not
be present or represented at any meeting of the stockholders,  a majority of the
voting stock represented in person or by proxy may adjourn the meeting from time
to time,  without notice other than announcement at the meeting,  until a quorum
shall be present or  represented.  At such  adjourned  meeting at which a quorum
shall be present or represented, any business may be transacted which might have
been transacted at the meeting as originally  noticed. If the adjournment is for
more than thirty days,  or if after the  adjournment  a new record date is fixed
for the adjourned  meeting,  a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote thereat.

     Section 4. Voting. When a quorum is present at any meeting, the vote of the
holders of a majority  of the stock  having  voting  power  present in person or
represented  by proxy shall decide any  question  brought  before such  meeting,
unless the question is one upon which by express  provision of the statues,  the
Certificate of Incorporation  or these Bylaws, a different vote is required,  in
which case such express  provision shall govern and control the decision of such
question.

     Section 5. Proxies.  At each meeting of the stockholders,  each stockholder
having the right to vote may vote in person or may authorize  another  person or
persons to act for him by proxy  appointed by an instrument in writing or by the
transmission of a telegram, cablegram, or other means of electronic transmission
subscribed  by such  stockholder  and  bearing a date not more than three  years
prior to said meeting,  unless said  instrument or  transmission  provides for a
longer period.  All proxies must be filed with the Secretary of the  Corporation
at the  beginning  of each  meeting  in order to be  counted  in any vote at the
meeting.  A proxy shall be deemed signed if the stockholder's  name is placed on
the proxy (whether by manual signature,  telegraphic  transmission or otherwise)
by the stockholder or the  stockholder's  attorney in fact.  Except as otherwise
set forth in the Certificate of  Incorporation,  each stockholder shall have one
vote for each share of stock having voting power,  registered in his name on the
books of the  Corporation  on the record date set by the Board of  Directors  as
provided in Article V, Section 6 hereof.

     Section 6. Special Meetings. Special meetings of the stockholders,  for any
purpose,  or  purposes,   unless  otherwise  prescribe  by  statute  or  by  the
Certificate  of  Incorporation,  may be  called  at any  time  by the  Board  of
Directors  or a  committee  of the  Board  of  Directors  which  has  been  duly
designated by the Board of Directors and whose powers and authority, as provided
in a resolution of the Board of Directors or in these Bylaws,  include the power
to call such meetings.  Special  meetings of stockholders of the Corporation may
not be called by any other person or persons. Business transacted at any special
meeting of stockholders shall be limited to the purposes stated in the notice.

     Section 7. Notice of Stockholders'  Meetings.  Except as otherwise provided
by law, a written notice of each meeting of stockholders  stating the place, day
and hour thereof and, in the case of a special  meeting,  the purposes for which
the  meeting  is  called,  shall be given not less than 10 nor more than 60 days
before the meeting,  to each stockholder  entitled to vote thereat,  and to each
stockholder  who,  by law,  by the  Certificate  of  Incorporation,  or by these
Bylaws,  is entitled to notice.  Any notice required to be given to stockholders
by statute,  the Certificate of Incorporation or these Bylaws,  including notice
of any meeting of stockholders,  shall be given personally,  by first-class mail
or by telegraphic  communication,  charges prepaid, addressed to the stockholder
at the address of such stockholder  appearing on the books of the Corporation or
given by the  stockholder 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
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
principal executive office is located. Notice shall be deemed to have been given
at the time when delivered personally or deposited in the mail sent by telegram.

     If any notice addressed to a stockholder at the address of such stockholder
appearing on the books of a 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 stockholder at such address,  all
further  notices shall be deemed to have been duly given without further mailing
if the same shall be available  to the  stockholder  upon written  demand of the
stockholder at the principal executive office of the Corporation for a period of
one year from the date of the giving of such notice.

     Section 8.  Waiver of  Notice.  Attendance  of a person at a meeting  shall
constitute  a waiver of notice to such person 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,  or objects to
the consideration of matters not included in the notice of the meeting.

     Section 9.  Maintenance and Inspection of Stockholder  List. The officer or
agent who has charge of the stock ledger of the  Corporation  shall  prepare and
make, at least ten days before every meeting of stockholders, a complete list of
the  stockholders  entitled to vote at the  meeting,  arranged  in  alphabetical
order,  and  showing the  address of each  stockholder  and the number of shares
registered  in the  name of each  stockholder.  Such  list  shall be open to the
examination of any stockholder,  for any purpose germane to the meeting,  during
ordinary  business hours, for a period of at least 10 days prior to the meeting,
either at a place within the city where their 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
open at the time and place of the meeting during the whole time thereof, and may
be  inspected  by any  stockholder  who is  present.  The  stock  ledger  of the
Corporation  shall be the only evidence as to who are the stockholders  entitled
to examine such list or to vote at any meetings of stockholders.

     Section 10.  Stockholder  Action by Written Consent Without a Meeting.  Any
action  which may be taken by  stockholders  at an annual or special  meeting of
stockholders  may be taken by written consent unless  otherwise  provided in the
Certificate of Incorporation of the Corporation.

     Section 11. Inspectors of Election. Before any meeting of stockholders, the
Board of Directors  shall  appoint any persons other than nominees for office to
act as  inspectors of election at the meeting or its  adjournment.  The Board of
Directors may  designate one or more persons as alternate  inspectors to replace
any inspector who fails to act. If no inspector or alternate is able to act at a
meeting of  stockholders,  the chairman of the meeting shall appoint one or more
inspectors  to act at the meeting.  Each  inspector,  before  entering  upon the
discharge of his duties,  shall take and sign an oath  faithfully to execute the
duties of inspector  with strict  impartiality  and according to the best of his
ability.

     The duties of these inspectors shall be as follows:

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

     (b) Count all votes and ballots;

     (c)  Determine  and  retain  for  a  reasonable  period  a  record  of  the
disposition  of any  challenges  and  questions in any way arising in connection
with the right to vote;

     (d) Certify their  determination of the number of shares represented at the
meeting and their count of all votes and ballots;

     (e) Determine and announce when the polls shall open and close;

     (f) Determine the results; and

     (g) Do any other acts that may be proper to conduct  the  election  or vote
with fairness to all stockholders and in accordance with law.

     In  determining  the  validity  and  counting of proxies and  ballots,  the
inspectors  shall be limited to an  examination  of the proxies,  any  envelopes
submitted  with those  proxies,  any  information  provided in  accordance  with
Section  212(c)(2)  of the  General  Corporation  Law of the State of  Delaware,
ballots and the regular books and records of the Corporation, and other reliable
information  pursuant to Section 231 of the General Corporation Law of the State
of Delaware.

     Section  12.  Procedure  for  Stockholders'   Meetings.   Meetings  of  the
stockholders  shall be presided  over by the Chairman of the Board of Directors,
if any, or in his absence,  the Vice Chairman,  or in the event the  corporation
has no  Chairman  of the Board or Vice  Chairman,  or in their  absence,  by the
President or by any Vice President,  or, in the absence of any of such officers,
by a chairman to be chosen by a majority of the stockholder  entitled to vote at
the  meeting who are present in person or by proxy.  The  Secretary,  or, in his
absence,  any person  appointed  by the  chairman of the  meeting,  shall act as
secretary of all meetings of the stockholders.

     Section 13.  Order of  Business.  The order of business at all  meetings of
stockholders shall be as determined by the chairman of the meeting.

     Section 14.  Procedures  for Bringing  Business  Before an Annual  Meeting.
Notwithstanding  anything in these Bylaws to the contrary,  no business shall be
conducted at an annual meeting of the stockholders except in accordance with the
procedures  hereinafter set forth in this Section 14;  provided,  however,  that
nothing  in this  Section  14 shall be  deemed  to  preclude  discussion  by any
stockholder  of any  business  properly  brought  before the  annual  meeting in
accordance with said procedures.

     At an annual  meeting  of the  stockholders,  only such  business  shall be
conducted as shall have been properly brought before the meeting. To be properly
brought before an annual meeting,  business must be: (1) specified in the notice
of meeting  (or any  supplement  thereto)  given by or at the  direction  of the
Board; (2) otherwise  properly brought before the meeting by or at the direction
of the  Board;  or (3)  otherwise  properly  brought  before  the  meeting  by a
stockholder.  In addition to any other applicable requirements,  for business to
be properly  brought before an annual meeting by a stockholder,  the stockholder
must have  given  timely  notice  thereof in  writing  to the  Secretary  of the
Corporation.  To be timely,  a  stockholder's  notice to the  Secretary  must be
delivered to or mailed and received at the  principal  executive  offices of the
Corporation  not less than  forty-five  (45) days nor more than ninety (90) days
prior to the anniversary date of the date on which the Corporation  first mailed
its proxy materials for the preceding annual meeting of stockholders;  provided,
however,  that in the event that the annual meeting is called for a date that is
not within  thirty (30) days before or after the  anniversary  date of the prior
year's annual meeting of stockholders,  notice by the stockholder in order to be
timely  must be so  received  not later than the close of  business on the tenth
(10th)  day  following  the day on which  such  notice of the date of the annual
meeting is first mailed or public  disclosure of the date of the annual  meeting
is first made,  whichever first occurs. A stockholder's  notice to the secretary
shall set forth as to each matter the  stockholder  proposes to bring before the
annual meeting:  (i) a brief  description of the business  desired to be brought
before the annual  meeting and the  stockholder's  reasons for  conducting  such
business  at the  annual  meeting;  (ii)  the  name and  record  address  of the
stockholder proposing such business; (iii) the class and number of shares of the
Corporation  which  are  beneficially  owned  by the  stockholder;  and (iv) any
material interest of the stockholder in such business.

     The chairman of an annual  meeting shall,  if the facts warrant,  determine
and declare to the meeting that  business was not  properly  brought  before the
meeting in accordance  with the  provisions of this Section 14 and, if he should
so  determine,  he shall so declare to the  meeting  and any such  business  not
properly brought before the meeting shall not be transacted.

     Section 15. Procedures for Nominating Directors.  Notwithstanding  anything
in these Bylaws to the  contrary,  only persons who are  nominated in accordance
with the procedures  hereinafter  set forth in this Section 15 shall be eligible
for election as directors of the Corporation.

     Nominations  of  persons  for  election  to the Board of  Directors  of the
Corporation  may be made at a meeting  of  stockholders  only:  (1) by or at the
direction  of  the  Board  of  Directors;  or  (2)  by  any  stockholder  of the
Corporation  entitled to vote for the  election of  directors at the meeting who
complies  with  the  notice  procedures  set  forth  in this  Section  15.  Such
nominations,  other  than  those  made by or at the  direction  of the  Board of
directors,  shall be made  pursuant to timely notice in writing to the Secretary
of the Corporation.  To be timely, a stockholder's  notice to the Secretary must
be delivered to or mailed and received at the principal executive offices of the
Corporation  not less than  forty-five  (45) days nor more than ninety (90) days
prior to the anniversary date of the date on which the Corporation  first mailed
its proxy materials for the preceding annual meeting of stockholders;  provided,
however,  that in the event that the annual meeting is called for a date that is
not within  thirty (30) days before or after the  anniversary  date of the prior
year's annual meeting of stockholders,  notice by the stockholder in order to be
timely  must be so  received  not later than the close of  business on the tenth
(10th) day following  the day on which notice of the date of the annual  meeting
is first mailed or public  disclosure of the date of the annual meeting is first
made,  whichever first occurs. Such stockholder's notice shall set forth: (i) as
to each  person  whom the  stockholder  proposes  to  nominate  for  election or
re-election  as a  director,  all  information  relating  to such person that is
required to be disclosed in  solicitations of proxies for election of directors,
or is otherwise  required,  in each case  pursuant to  Regulation  14A under the
Securities Exchange Act of 1934, as amended, or any successor regulation thereto
(including  such  person's  written  consent to being  named as a nominee and to
serving as a director if  elected);  and (ii) as to the  stockholder  giving the
notice (A) the name and address,  as they appear on the Corporation's  books, of
such  stockholder,  and (B) the  class and  number of shares of the  Corporation
which are beneficially owned by such stockholder. At the request of the Board of
Directors,  any person  nominated  by the Board of  Directors  for election as a
director  shall furnish to the  Secretary of the  Corporation  that  information
required to be set forth in a stockholder's  notice of nomination which pertains
to the nominee.

     The chairman of the meeting  shall,  if the facts  warrant,  determine  and
declare to the meeting that a  nomination  was not made in  accordance  with the
procedures  prescribed  by this  Section 15, and if he should so  determine,  he
shall  so  declare  to  the  meeting  and  the  defective  nomination  shall  be
disregarded.


                            ARTICLE III -- DIRECTORS

     Section 1. Number and  Qualification  of Directors.  The Board of Directors
shall consist of a minimum of five (5) and a maximum of fifteen (15)  directors.
The number of directors  shall be fixed from time to time within the minimum and
the maximum  number  established  by the  then-elected  Board of Directors.  The
number of directors until changed by the Board shall be seven (7). The directors
need not be stockholders.

     Section 2.  Election and Term of Office.  Except as  otherwise  provided by
law, the Certificate of Incorporation or these Bylaws,  each director shall hold
office until the annual meeting next succeeding his election. If any such annual
meeting is not held or the directors are not elected thereat,  the directors may
be elected at any special  meeting of  stockholders  held for that purpose.  All
directors  shall hold office until their  respective  successors are elected and
qualified or until their earlier death, resignation or removal.

     Section 3. Resignation and Removal of Directors. Any director may resign at
any time by delivering his  resignation in writing to the Chairman of the Board,
if any,  the  President,  or the  Secretary  or to a  meeting  of the  board  of
directors.  Such resignation shall be effective upon receipt unless specified to
be effective at some other time, and without in either case the necessity of its
being accepted  unless the  resignation  shall so state.  A director  (including
persons elected by directors to fill vacancies in the Board) may be removed from
office for cause by the vote of the holders of a majority  of the shares  issued
and  outstanding  and entitled to vote in the election of directors,  considered
for purposes of this Article III Section 3 as one class.  No director  resigning
and (except where a right to receive compensation shall be expressly provided in
a duly authorized  written  agreement with the  Corporation) no director removed
shall  have any  right  to any  compensation  as such  director  for any  period
following his resignation or removal, or any right to damages on account of such
removal,  whether his  compensation be by the month or by the year or otherwise;
unless, in the case of a resignation, the directors, or, in the case of removal,
the stockholders, shall in their discretion provide for compensation.

     Section  4.  Vacancies.  Except as  otherwise  provided  by  statute or the
Certificate of Incorporation,  in the case of newly created directorships,  such
additional director or directors, unless such position is to be filled by a vote
of the  stockholders  at an annual or  special  meeting,  shall be  elected by a
majority  vote of the  directors.  In the case of any  vacancy  in the  Board of
Directors, however created, the vacancy or vacancies shall be filled by majority
vote of the directors  remaining or, if only one such director remains,  by such
director. In the event one or more directors shall resign, effective at a future
date,  such vacancy or vacancies  shall be filled by majority  vote of directors
then in office,  including those  resigning.  Any director  elected or chosen as
provided  herein  shall  serve  for the  unexpired  term of  office or until his
successor is elected and qualified or until his earlier  death,  resignation  or
removal.

     In the event of any decrease in the  authorized  number of directors,  each
director then serving as such shall  nevertheless  continue as a director  until
the expiration of his current term, or his prior death, resignation or removal.

     Section 5. Powers.  The property and business of the  Corporation  shall be
managed by or under the direction of its Board of Directors.  In addition to the
powers and authorities by these Bylaws expressly  conferred upon them, the Board
may exercise all such powers of the  Corporation and do all such lawful acts and
things as are not by statute,  by the Certificate of  Incorporation  or by these
Bylaws directed or required to be exercised or done by the stockholders.

     Section 6.  Place of  Directors'  Meetings.  The  directors  may hold their
meetings  and have one or more  offices,  and keep the books of the  Corporation
outside the State of Delaware.

     Section 7. Regular Meetings. Regular meetings of the Board of Directors may
be held  without  notice at such  time and  place as shall  from time to time be
determined by the Board.  Except as otherwise provided by statute,  any business
may be transacted at any regular meeting of the Board of Directors.

     Section 8. Special Meetings. Special meetings of the Board of Directors may
be called by the Chairman of the Board, if any, the Vice Chairman, if any or the
President on at least 48 hours notice to each director.  Special  meetings shall
be called by the President or the Secretary in like manner and on like notice on
the written  request of one-third or more in number of the directors  unless the
Board  consists of only one director,  in which case special  meetings  shall be
called by the  President  or  Secretary in like manner and on like notice on the
written request of the sole director.

     Section 9. Quorum.  At all meetings of the Board of Directors a majority of
the  authorized  number  of  directors  shall be  necessary  and  sufficient  to
constitute a quorum for the transaction of business,  and the vote of a majority
of the directors present at any meeting at which there is a quorum, shall be the
act of the Board of Directors,  except as may be otherwise specifically provided
by statute,  the Certificate of Incorporation or these Bylaws. If a quorum shall
not be present at any meeting of the Board of Directors,  the directors  present
thereat may adjourn the meeting  from time to time,  without  notice  other than
announcement at the meeting, until a quorum shall be present. A meeting at which
a quorum is initially present may continue to transact business  notwithstanding
the withdrawal of directors, if any action is approved by at least a majority of
the required quorum for such meeting.

     Section 10. Action Without Meeting. Unless otherwise restricted by statute,
the  Certificate  of  Incorporation  or these  Bylaws,  any action  required  or
permitted to be taken at any meeting of the Board of Directors or any  committee
thereof  may be  taken  without  a  meeting,  if all  members  of the  Board  or
committee,  as the case may be, consent  thereto in writing,  and the writing or
writings are filed with the minutes of proceedings of the Board or committee.

     Section  11.  Telephonic  Meetings.  Unless  otherwise  restricted  by  the
Certificate of Incorporation or these Bylaws, members of the Board of Directors,
or any  committee  designated by the Board of Directors,  may  participate  in a
meeting of the Board of Directors, or any such committee, by means of conference
telephone  or similar  communications  equipment  by means of which all  persons
participating  in the meeting can hear each other,  and such  participation in a
meeting shall constitute presence in person at such meeting.

     Section 12. Meetings and Action of Committees.  The Board of Directors may,
by  resolution  passed by a majority of the whole Board,  designate  one or more
committees,  each such  committee to consist of one or more of the  directors of
the  Corporation.  The Board may  designate  one or more  directors as alternate
members of any committee,  who may replace any absent or disqualified  member at
any meeting of the committee.  If no alternate members have been appointed,  the
committee  member or members thereof present at any meeting and not disqualified
from  voting,  whether or not he or they  constitute a quorum,  may  unanimously
appoint  another  member of the Board of  Directors to act at the meeting in the
place of any absent or  disqualified  member.  The Board of Directors  shall, by
resolution passed by a majority of the whole Board, designate one member of each
committee  as  chairman of such  committee.  Any such  committee,  to the extent
provided  in the  resolution  of the  Board  of  Directors,  shall  have and may
exercise  all  the  powers  and  authority  of the  Board  of  Directors  in the
management of the business and affairs of the Corporation, but no such committee
shall have the power or authority  to authorize an amendment to the  Certificate
of Incorporation,  adopt an agreement of merger or  consolidation,  recommend to
the stockholders the sale, lease or exchange of all or substantially  all of the
Corporation's  property and assets,  recommend to the stockholders a dissolution
of the Corporation or a revocation of a dissolution,  or amend the Bylaws of the
Corporation;  and,  unless the resolution or the  Certificate  of  Incorporation
expressly  so provide,  no such  committee  shall have the power or authority to
declare a dividend or to authorize the issuance of stock.

     Section 13. Special Meetings of Committees.  Special meetings of committees
may be called by the chairman of such committee, the Chairman the Board, if any,
or the  President,  on at least 48 hours  notice to each  member  and  alternate
member.  Alternate  members  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.  If a committee
is comprised of an odd number of members,  a quorum shall  consist of a majority
of that number.  If the  committee is comprised of an even number of members,  a
quorum shall consist of one-half of that number.  If a committee is comprised of
two members, a quorum shall consist of both members.

     Section  14.  Minutes of  Committee  Meetings.  Each  committee  shall keep
regular  minutes of its  meetings  and report the same to the Board of Directors
when requested.

     Section 15. Compensation of Directors.  Unless otherwise  restricted by the
Certificate of Incorporation or these Bylaws,  the Board of Directors shall have
the authority to fix the  compensation  of directors.  The directors may be paid
their expenses,  if any, of attendance at each meeting of the Board of Directors
and may be paid a fixed  sum for  attendance  at each  meeting  of the  Board of
Directors or a stated  salary as director.  No such payment  shall  preclude any
director  from  serving the  Corporation  in any other  capacity  and  receiving
compensation therefor.  Members of special or standing committees may be allowed
like compensation and expenses for attending committee meetings.

     Section 16. Indemnification.

     (a) The Corporation  shall, to the fullest extent  permitted by Section 145
of the General Corporation Law of the State of Delaware, as amended from time to
time, indemnify all persons whom it may indemnify pursuant thereto.

     (b) Expenses (including attorney's fees) incurred by an officer or director
of the Corporation or any of its direct or indirect wholly-owned subsidiaries in
defending any civil,  criminal,  administrative or investigative action, suit or
proceeding shall be paid by the Corporation in advance of the final  disposition
of such  action,  suit or  proceeding  upon receipt of an  undertaking  by or on
behalf of such  director or officer to repay such amount if it shall  ultimately
be determined  that he is not entitled to be indemnified  by the  Corporation as
authorized  in this  Section  16.  Such  expenses  (including  attorneys'  fees)
incurred  by other  employees  and  agents  may be so paid upon  such  terms and
conditions, if any, as the Board of Directors deems appropriate.

     (c) The indemnification and advancement of expenses provided by, or granted
pursuant to, this  Section 16 shall not be deemed  exclusive of any other rights
to which  those  seeking  indemnification  or  advancement  of  expenses  may be
entitled  under  any  provision  of  law,  the   Corporation's   Certificate  of
Incorporation,  the  certificate of  incorporation  or bylaws or other governing
documents of any direct or indirect wholly-owned  subsidiary of the Corporation,
or any agreement,  vote of stockholders or disinterested directors or otherwise,
both as to action in his official  capacity and as to action in another capacity
while holding any of the positions or having any of the  relationships  referred
to in this Section 16.


                             ARTICLE IV -- OFFICERS

     Section 1. Officers.  The officers of the Corporation shall be a President,
a Chief Financial  Officer, a Vice President,  a Secretary and a Treasurer.  The
Corporation  may also  have,  at the  discretion  of the Board of  Directors,  a
Chairman of the Board, a Vice Chairman of the Board, one or more additional Vice
Presidents,  and such other officers as may be appointed in accordance  with the
provisions of Section 3 of this Article IV.

     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
or Section 5 of this  Article,  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
any officer under any contract of employment.

     Section 3. Subordinate  Officers.  The Board of Directors may appoint,  and
may empower the President to appoint, such other officers 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 may from time to time determine.

     Section 4. Removal and Resignation of Officers. 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,  provided  that such removal  shall not  prejudice  the
remedy of such officer for breach of any contract of employment.

     Any  officer  may  resign  at any  time by  giving  written  notice  to the
Corporation. Any such resignation shall take effect on receipt of such notice or
at any later time specified therein.  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.

     No officer  resigning  and  (except  where a right to receive  compensation
shall be expressly  provided in a duly  authorized  written  agreement  with the
Corporation) no officer removed shall have any right to any compensation as such
officer for any period  following his  resignation  or removal,  or any right to
damages on account of such removal,  whether his compensation be by the month or
by the year or otherwise; unless the directors shall in their discretion provide
for compensation.

     Section 5.  Vacancies in Office.  A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled 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 any, shall,
if  present,  preside  at all  meetings  of  the  Board  of  Directors  and  the
stockholders, and shall 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.

     Section 7. Vice Chairman of the Board.  The Vice Chairman of the Board,  if
any,  shall  exercise  and perform such powers and duties as may be from time to
time assigned to him by the Board of Directors or prescribed in these Bylaws. In
the absence of the Chairman of the Board, if any, the Vice Chairman of the Board
shall preside at all meetings of the stockholders and the Board of Directors.

     Section 8. President. The President shall be the chief executive officer of
the  Corporation  and shall,  subject to the control of the Board of  Directors,
have general supervision, direction and control of the business and the officers
of the Corporation. In the event the Corporation has no Chairman of the Board or
Vice Chairman of the Board, or in their absence,  the President shall preside at
all meetings of the stockholders  and the Board of Directors.  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,  the Vice  President  designated by the President,
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  Presidents  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, these Bylaws or the President.

     Section 10. Secretary. The Secretary shall keep or cause to be kept, at the
principal office 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
stockholders,  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 stockholders' meetings, and the proceedings thereof.

     The Secretary  shall keep, or cause to be kept, at the principal  office or
at the  office  of the  Corporation's  transfer  agent  or  registrar,  a  share
register,  or a duplicate share register,  showing the names of all stockholders
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.

     The Secretary  shall give, or cause to be given,  notice of all meetings of
the  stockholders  and of the Board of Directors  required by these 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 11. 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 times to inspection by any director.

     The Chief Financial Officer shall deposit all moneys and other valuables 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 this Board of Directors or these Bylaws.

     Section 12.  Treasurer.  The  Treasurer  shall have such powers and perform
such  duties  as from  time to time may be  prescribed  for him by the  Board of
Directors, the President or these Bylaws.


                       ARTICLE V -- CERTIFICATES FOR STOCK

     Section 1. Certificates.  Every holder of stock of the Corporation shall be
entitled to have a certificate  signed by or in the name of the  Corporation  by
the  Chairman  or Vice  Chairman  of the  Board  of  Directors,  if any,  or the
President or a Vice President,  and by the Secretary or an Assistant  Secretary,
if one be  appointed,  or the  Treasurer  or an Assistant  Treasurer,  if one be
appointed,  of the Corporation,  certifying the number of shares  represented by
the certificate owned by such stockholder in the Corporation.

     Section 2. Signatures on Certificates.  Any or all of the signatures on the
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose  facsimile  signature has been placed upon a certificate
shall have ceased to be such officer,  transfer  agent or registrar  before such
certificate is issued,  it may be issued by the Corporation with the same effect
as if he were such officer, transfer agent or registrar at the date of issue.

     Section 3.  Statement  of Stock  Rights,  Preferences,  Privileges.  If the
Corporation  shall be  authorized  to issue more than one class of stock or more
than  one  series  of any  class,  the  powers,  designations,  preferences  and
relative, participating, optional or other special rights of each class of stock
or series thereof and the  qualification,  limitations or  restrictions  of such
preferences  and/or  rights shall be set forth in full or summarized on the face
or back of the certificates  which the Corporation shall issue to represent such
class or  series of stock,  provided  that,  except  as  otherwise  provided  by
statute,  in lieu of the foregoing  requirements,  there may be set forth on the
face or back of the certificates  which the Corporation shall issue to represent
such class or series of stock,  a statement  that the  Corporation  will furnish
without  charge to each  stockholder  who so requests the powers,  designations,
preferences  and relative,  participating,  optional or other special  rights of
each class of stock or series  thereof and the  qualifications,  limitations  or
restrictions of such preferences and/or rights.

     Section 4. Lost, Stolen or Destroyed Certificates.  The Board of Directors,
the  Secretary  and  the  Treasurer  each  may  direct  a  new   certificate  or
certificates   to  be  issued  in  place  of  any  certificate  or  certificates
theretofore  issued by the  Corporation  alleged  to have been  lost,  stolen or
destroyed,  upon the  making of an  affidavit  of that fact by the owner of such
certificate,  or his legal representative.  When authorizing such issue of a new
certificate or  certificates,  the Board of Directors may, in its discretion and
as a condition  precedent  to the  issuance  thereof,  require the owner of such
lost,   stolen  or  destroyed   certificate  or   certificates,   or  his  legal
representative,  to advertise the same in such manner as it shall require and/or
to  furnish  the  Corporation  a bond in such form and  substance  and with such
surety as it may direct as indemnity  against any claim that may be made against
the  Corporation  with  respect  to the  certificate  alleged to have been lost,
stolen or destroyed.

     Section 5. Transfers of Stock.  Upon surrender to the  Corporation,  or the
transfer agent of the Corporation,  of a certificate for shares duly endorsed or
accompanied  by proper  evidence of  succession,  assignation  or  authority  to
transfer,  it shall be the duty of the Corporation to issue a new certificate to
the  person  entitled  thereto,  cancel  the  old  certificate  and  record  the
transaction upon its books.

     Section 6. Fixing Record Date. In order that the  Corporation may determine
the  stockholders  entitled  to  notice  of or to  vote  at any  meeting  of the
stockholders,  or any adjournment thereof, or entitled to receive payment of any
dividend  or other  distribution  or  allotment  of any  rights,  or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the  purpose of any other  lawful  action,  the Board of  Directors  may fix
record  date  which  shall not be more than 60 nor less than 10 days  before the
date of such  meeting,  nor more  than 60 days  prior  to any  other  action.  A
determination  of  stockholders  of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.

     Section 7. Registered  Stockholders.  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 or interest in such share on the part of any other person,  whether or not
it shall have express or other notice thereof,  except as expressly  provided by
the laws of the State of Delaware.

                        ARTICLE VI -- GENERAL PROVISIONS

     Section 1. Dividends.  Dividends upon the capital stock of the Corporation,
subject to the provisions of the  Certificate of  Incorporation,  if any, may be
declared by the Board of Directors at any regular or special  meeting,  pursuant
to  law.  Dividends  may be  paid in  cash,  in  property  or in  shares  of the
Corporation's  capital stock,  subject to the  provisions of the  Certificate of
Incorporation.

     Section 2. Payment of Dividends;  Director' Duties.  Before  declaration of
any  dividend,  there  may be set  aside  out of any  funds  of the  Corporation
available for dividends  such sum or sums as the Board of Directors from time to
time,  in their  absolute  discretion,  thinks  proper as a reserve fund 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 think  conducive  to the  interests of the  Corporation,  and the Board of
Directors may thereafter abolish any such reserve in its absolute discretion.

     Section 3. Checks. 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 by such  officer or  officers  as the Board of
Directors or the President or any Vice President,  acting jointly, may from time
to time designate.

     Section 4. Corporate  Contracts and  Instruments.  The President,  any Vice
President,  the Secretary or the Treasurer may enter into  contracts and execute
instruments on behalf of the Corporation.  The Board of Directors, the President
or any Vice President may authorize any officer or officers, and any employee or
employees or agent or agents of the Corporation or any of its  subsidiaries,  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.

     Section 5. Fiscal Year. The fiscal year of the Corporation shall be October
1 through  September  30, unless  otherwise  fixed by resolution of the Board of
Directors.

     Section 6. Manner of Giving Notices.  Whenever,  under the provision of the
statutes,  the Certificate of Incorporation or these Bylaws,  notice is required
to be given to any  director,  it shall not be  construed  to  require  personal
notice,  but such notice may be given in  writing,  by mail,  addressed  to such
director, at his address as it appears on the records of the Corporation (unless
prior to the  mailing of such  notice he shall have filed with the  Secretary  a
written  request that notices  intended for him be mailed to some other address,
in which  case such  notice  shall be mailed to the  address  designated  in the
request)  with postage  thereon  prepaid,  and such notice shall be deemed to be
given at the time when the same shall be  deposited  in the United  States mail;
provided, however, that, in the case of notice of a special meeting of the Board
of  Directors,  if such meeting is to be held with in seven  calendar days after
the date of such notice, notice shall be deemed given as of the date such notice
shall be accepted  for delivery by a courier  service  that provide  "opening of
business  next day"  delivery,  so long as at least one attempt  shall have been
made, on or before the date such notice is accepted for delivery by such courier
service,  to provide notice by telephone to each director at his principal place
of business and at his  principal  residence.  Notice to  directors  may also be
given by telegram, by personal delivery or telephone.

     Section 7.  Waiver of Notice.  Whenever  any notice is required to be given
under the provisions of the statutes,  the Certificate of Incorporation or these
Bylaws,  a waiver  thereof in writing,  or by telegraph,  cable or other written
form of recorded communication, signed by the person or persons entitled to said
notice,  whether  before  or after  the time  stated  therein,  shall be  deemed
equivalent thereto.

     Section 8. Annual  Statement.  The Board of Directors shall present at each
annual meeting,  and at any special meeting of the stockholders  when called for
by vote of the  stockholders,  a full and clear  statement  of the  business and
condition of the Corporation.


                            ARTICLE VII -- AMENDMENTS

     Section 1. Amendment by Directors.  Except as otherwise  expressly provided
in a bylaw adopted by the stockholders as hereinafter  provided,  the directors,
by  affirmative  vote of a majority of the whole Board and without the assent or
vote of the  stockholder,  may at any  meeting,  make  repeal,  alter,  amend or
rescind any of these Bylaws, provided the substance of the proposed amendment or
other action shall have been stated in a notice of the meeting.

     Section 2. Amendment by Stockholders.  Except as otherwise provided by law,
the Certificate of Incorporation  or these Bylaws,  these Bylaws may be altered,
amended or rescinded,  and new Bylaws may be adopted, by the stockholders at any
annual meeting of the stockholders or at any special meeting of the stockholders
if notice of such  alteration,  amendment,  repeal or adoption of new bylaws are
contained in the notice of such special meeting.

<PAGE>

 
                            UNANIMOUS WRITTEN CONSENT
                            OF THE BOARD OF DIRECTORS
                          OF MAVERICK TUBE CORPORATION


     The  undersigned,  being all of the  members of the Board of  Directors  of
Maverick  Tube  Corporation  (the  "Corporation")  acting  without  notice  or a
meeting,  do hereby waive notice and the holding of such meeting and consent to,
adopt and vote in favor of the  following,  such consent to have the same effect
as the  unanimous  vote of the  directors of the  Corporation  at a meeting duly
held:

                               AMENDMENT OF BYLAWS

     WHEREAS,  as a result of recent changes in the Federal securities laws, the
Board of Directors of the Corporation  desires to amend certain of the Bylaws of
the Corporation;

     NOW, THEREFORE, BE IT RESOLVED, that Section 14 of Article II of the Bylaws
of the  Corporation  be,  and it hereby  is,  deleted  in its  entirety  and the
following substituted in lieu thereof:

     "Section 14.  Procedures for Bringing  Business  Before an Annual  Meeting.
Notwithstanding  anything in these Bylaws to the contrary,  no business shall be
conducted at an annual meeting of the stockholders except in accordance with the
procedures  hereinafter set forth in this Section 14;  provided,  however,  that
nothing  in this  Section  14 shall be  deemed  to  preclude  discussion  by any
stockholder  of any  business  properly  brought  before the  annual  meeting in
accordance with said procedures.

     At an annual  meeting  of the  stockholders,  only such  business  shall be
conducted as shall have been properly brought before the meeting. To be properly
brought before an annual meeting,  business must be: (1) specified in the notice
of meeting  (or any  supplement  thereto)  given by or at the  direction  of the
Board; (2) otherwise  properly brought before the meeting by or at the direction
of the  Board;  or (3)  otherwise  properly  brought  before  the  meeting  by a
stockholder.  In addition to any other applicable requirements,  for business to
be properly  brought before an annual meeting by a stockholder,  the stockholder
must have  given  timely  notice  thereof in  writing  to the  Secretary  of the
Corporation.  To be timely,  a  stockholder's  notice to the  Secretary  must be
delivered to or mailed and received at the  principal  executive  offices of the
Corporation  not less than  forty-five  (45) days nor more than ninety (90) days
prior to the anniversary date of the date on which the Corporation  first mailed
its proxy materials for the preceding annual meeting of stockholders;  provided,
however,  that in the event that the annual meeting is called for a date that is
not within  thirty (30) days before or after the  anniversary  date of the prior
year's annual meeting of stockholders,  notice by the stockholder in order to be
timely  must be so  received  not later than the close of  business on the tenth
(10th) day following  the day on which notice of the date of the annual  meeting
is first mailed or public  disclosure of the date of the annual meeting is first
made,  whichever first occurs. A stockholder's notice to the Secretary shall set
forth as to each  matter the  stockholder  proposes  to bring  before the annual
meeting:  (i) a brief  description of the business  desired to be brought before
the annual meeting and the stockholder's reasons for conducting such business at
the  annual  meeting;  (ii) the  name  and  record  address  of the  stockholder
proposing such business; (iii) the class and number of shares of the Corporation
which are beneficially owned by the stockholder;  and (iv) any material interest
of the stockholder in such business.

     The chairman of an annual  meeting shall,  if the facts warrant,  determine
and declare to the meeting that  business was not  properly  brought  before the
meeting in accordance  with the  provisions of this Section 14 and, if he should
so  determine,  he shall so declare to the  meeting  and any such  business  not
properly brought before the meeting shall not be transacted."; and

     BE IT FURTHER RESOLVED,  that Section 15 of Article II of the Bylaws of the
Corporation  be, and it hereby is,  deleted in its  entirety  and the  following
substituted in lieu thereof:

     "Section 15. Procedures for Nominating Directors.  Notwithstanding anything
in these Bylaws to the  contrary,  only persons who are  nominated in accordance
with the procedures  hereinafter  set forth in this Section 15 shall be eligible
for election as directors of the Corporation.

     Nominations  of  persons  for  election  to the Board of  Directors  of the
Corporation  may be made at a meeting  of  stockholders  only:  (1) by or at the
direction  of  the  Board  of  Directors;  or  (2)  by  any  stockholder  of the
Corporation  entitled to vote for the  election of  directors at the meeting who
complies  with  the  notice  procedures  set  forth  in this  Section  15.  Such
nominations,  other  than  those  made by or at the  direction  of the  Board of
Directors,  shall be made  pursuant to timely notice in writing to the Secretary
of the Corporation.  To be timely, a stockholder's  notice to the Secretary must
be delivered to or mailed and received at the principal executive offices of the
Corporation  not less than  forty-five  (45) days nor more than ninety (90) days
prior to the anniversary date of the date on which the Corporation  first mailed
its proxy materials for the preceding annual meeting of stockholders;  provided,
however,  that in the event that the annual meeting is called for a date that is
not within  thirty (30) days before or after the  anniversary  date of the prior
year's annual meeting of stockholders,  notice by the stockholder in order to be
timely  must be so  received  not later than the close of  business on the tenth
(10th) day following  the day on which notice of the date of the annual  meeting
is first mailed or public  disclosure of the date of the annual meeting is first
made,  whichever first occurs. Such stockholder's notice shall set forth: (i) as
to each  person  whom the  stockholder  proposes  to  nominate  for  election or
re-election  as a  director,  all  information  relating  to such person that is
required to be disclosed in  solicitations of proxies for election of directors,
or is otherwise  required,  in each case  pursuant to  Regulation  14A under the
Securities Exchange Act of 1934, as amended, or any successor regulation thereto
(including  such  person's  written  consent to being  named as a nominee and to
serving as a director if  elected);  and (ii) as to the  stockholder  giving the
notice (A) the name and address,  as they appear on the Corporation's  books, of
such  stockholder,  and (B) the  class and  number of shares of the  Corporation
which are beneficially owned by such stockholder. At the request of the Board of
Directors,  any person  nominated  by the Board of  Directors  for election as a
director  shall furnish to the  Secretary of the  Corporation  that  information
required to be set forth in a stockholder's  notice of nomination which pertains
to the nominee.

     The chairman of the meeting  shall,  if the facts  warrant,  determine  and
declare to the meeting that a  nomination  was not made in  accordance  with the
procedures  prescribed  by this  Section 15, and if he should so  determine,  he
shall  so  declare  to  the  meeting  and  the  defective  nomination  shall  be
disregarded."

     ADOPTED AND APPROVED as of the 1st day of December, 1998.


                                             /s/ Gregg M. Eisenberg
                                             Greg M. Eisenberg


                                             /s/ William E. Macaulay
                                             William E. Macaulay


                                             /s/ David H. Kennedy
                                             David H. Kennedy


                                             /s/ C. Robert Bunch
                                             C. Robert Bunch


                                             /s/ C. Adams Moore
                                             C. Adams Moore


                                             -----------------
                                             Wayne Mang


                                             /s/ John M. Fox
                                             John Fox


                BEING ALL OF THE MEMBERS OF THE BOARD OF DIRECTORS