<PAGE>

                                                                     EXHIBIT 3.2

                                RESTATED BYLAWS
                                       OF
                         TANDY BRANDS ACCESSORIES, INC.

<PAGE>
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                                                                               .
                                                                               .

                                TABLE OF CONTENTS

<TABLE>
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ARTICLE I         OFFICES........................................................................    1
      SECTION 1.  REGISTERED OFFICE..............................................................    1
      SECTION 2.  OTHER OFFICES..................................................................    1

ARTICLE II        MEETINGS OF STOCKHOLDERS.......................................................    1
      SECTION 1.  PLACE OF MEETING...............................................................    1
      SECTION 2.  ANNUAL MEETINGS................................................................    1
      SECTION 3.  SPECIAL MEETINGS...............................................................    1
      SECTION 4.  NOTICE.........................................................................    1
      SECTION 5.  QUORUM.........................................................................    1
      SECTION 6.  VOTES..........................................................................    2
      SECTION 7.  LIST OF STOCKHOLDERS...........................................................    2

ARTICLE III       DIRECTORS......................................................................    3
      SECTION 1.  NUMBER.........................................................................    3
      SECTION 2.  TERM OF OFFICE.................................................................    3
      SECTION 3.  CHAIRMAN OF THE BOARD..........................................................    3
      SECTION 4.  VACANCIES......................................................................    3
      SECTION 5.  MEETINGS OF THE BOARD OF DIRECTORS.............................................    3
      SECTION 6.  QUORUM.........................................................................    4
      SECTION 7.  COMPENSATION...................................................................    4
      SECTION 8.  QUALIFICATIONS.................................................................    4

ARTICLE IV        EXECUTIVE COMMITTEE AND OTHER COMMITTEES.......................................    4
      SECTION 1.  EXECUTIVE COMMITTEE............................................................    4
      SECTION 2.  PROCEDURE......................................................................    4
      SECTION 3.  POWERS.........................................................................    4
      SECTION 4.  MINUTES........................................................................    4
      SECTION 5.  OTHER COMMITTEES...............................................................    5

ARTICLE V         OFFICERS.......................................................................    5
      SECTION 1.  OFFICERS.......................................................................    5
      SECTION 2.  VACANCIES......................................................................    5
      SECTION 3.  PRESIDENT......................................................................    5
      SECTION 4.  VICE PRESIDENTS................................................................    5
      SECTION 5.  TREASURER......................................................................    5
      SECTION 6.  ASSISTANT TREASURERS...........................................................    6
      SECTION 7.  SECRETARY......................................................................    6
      SECTION 8.  ASSISTANT SECRETARIES..........................................................    6
      SECTION 9.  SUBORDINATE OFFICERS...........................................................    6
      SECTION 10. COMPENSATION...................................................................    6
      SECTION 11. REMOVAL........................................................................    6
      SECTION 12. BONDS..........................................................................    6

ARTICLE VI        CERTIFICATES OF STOCK..........................................................    7
</TABLE>

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<PAGE>

                               TABLE OF CONTENTS

<TABLE>
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      SECTION 1. FORM AND EXECUTION OF CERTIFICATES.............................................    7
      SECTION 2. TRANSFER OF SHARES.............................................................    7
      SECTION 3. CLOSING OF TRANSFER BOOKS AND RECORD DATES.....................................    7
      SECTION 4. LOST OR DESTROYED CERTIFICATES.................................................    8

ARTICLE VII      CORPORATE SIGNATURES...........................................................    8
      SECTION 1. EXECUTION OF NEGOTIABLE INSTRUMENTS............................................    8
      SECTION 2. EXECUTION OF AGREEMENTS........................................................    8
      SECTION 3. EXECUTION OF PROXIES...........................................................    9

ARTICLE VIII     WAIVERS AND CONSENTS...........................................................    9
      SECTION 1. WAIVERS........................................................................    9
      SECTION 2. CONSENTS.......................................................................    9

ARTICLE IX       DIVIDENDS AND RESERVE FUNDS....................................................    9
      SECTION 1. DIVIDENDS......................................................................    9
      SECTION 2. RESERVE FUNDS..................................................................    9

ARTICLE X        INSPECTION OF BOOKS............................................................    9

ARTICLE XI       FISCAL YEAR....................................................................   10

ARTICLE XII      SEAL...........................................................................   10

ARTICLE XIII     INDEMNIFICATION OF DIRECTORS AND OFFICERS......................................   10

ARTICLE XIV      AMENDMENTS.....................................................................   10
      SECTION 1. BY STOCKHOLDERS................................................................   10
      SECTION 2. BY DIRECTORS...................................................................   10
</TABLE>

                                      -ii-

<PAGE>

                         TANDY BRANDS ACCESSORIES, INC.
                                 RESTATED BYLAWS

                                    ARTICLE I
                                     OFFICES

      SECTION 1. Registered Office. The registered office of the Corporation in
the State of Delaware shall be located in the City of Dover, County of Kent,
State of Delaware, and the name of the resident agent in charge thereof shall be
The Prentice-Hall Corporation System, Inc.

      SECTION 2. Other Offices. The principal office of the Corporation and such
other offices as may be deemed appropriate shall be at such place or places as
the Board of Directors may from time to time appoint or the business of the
Corporation may require.

                                   ARTICLE II
                            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 the Board of Directors may designate, provided that notice shall be
given to the stockholders entitled to vote at such meeting of the place so fixed
at least ten (10) days prior to the day of the meeting. Meetings of stockholders
for any other purpose may be held at such place and time as shall be stated in
the notice of the meeting.

      SECTION 2. Annual Meetings. The first annual meeting of stockholders shall
be held on the Wednesday preceding the second Thursday of November of each year
commencing in 1991, if not a legal holiday, and if a legal holiday then on the
next business day following, commencing at such time as the Board of Directors
of the Corporation shall determine, at which meeting the stockholders shall
elect directors by a plurality vote, and shall transact such other business as
may properly be brought before such meeting.

      SECTION 3. Special Meetings. Special meetings of the stockholders for any
purpose or purposes, unless otherwise prescribed by statute or the Certificate
of Incorporation, may be called only by the board of directors by resolution
adopted by a vote of the majority.

      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 be served upon or mailed to each stockholder entitled to vote
at such meeting not less than ten (10) days prior to the day of such meeting, at
his address as it appears upon the books 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 to
the address designated in such request.

      SECTION 5. Quorum. Except as otherwise provided by law or by the
Certificate of Incorporation of the Corporation, 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

<PAGE>

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 in person or by proxy 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 6. Votes. Except as otherwise provided in the Certificate of
Incorporation of the Corporation, each stockholder shall, at each meeting of
stockholders, be entitled to one vote for each share of Common Stock entitled to
vote and the vote, if any, which was fixed pursuant to the Certificate of
Incorporation for each share of Preferred Stock which is registered in the
stockholder's name on the books of the Corporation on the date on which the
transfer books were closed, if closed, or on the date set by the Board of
Directors for the determination of stockholders entitled to vote at such
meeting. At each such meeting every stockholder shall be entitled to vote in
person, or by proxy appointed by an instrument in writing subscribed by such
stockholder and bearing a date not more than three years prior to the meeting in
question, unless said instrument provides for a longer period during which it is
to remain in force.

      At all meetings of the stockholders, a quorum being present, all matters
shall be decided by a majority vote of the shares of stock entitled to vote held
by stockholders present in person or by proxy, except as otherwise required by
the Certificate of Incorporation or the laws of the State of Delaware. Unless so
directed by the chairman of the meeting, or required by the laws of the State of
Delaware, the vote thereat on any question need not be by ballot.

      On a vote by ballot, each ballot shall be signed by the stockholder
voting, or in his name by his proxy, if there be such proxy, and shall state the
number of shares voted by him and the number of votes to which each share is
entitled. On a vote by ballot, the chairman shall appoint two inspectors of
election, who shall first take and subscribe 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 make a certificate of the result of the vote
taken; but no director or candidate for the office of director shall be
appointed as such inspector.

      SECTION 7. List of Stockholders. At least ten (10) days before every
election of directors, a complete list of stockholders entitled to vote at such
election, 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 at the principal offices of the Corporation or at the place
where the election is to be held, for said ten (10) days, to the examination of
any stockholder entitled to vote at that election and shall be produced and kept
at the time and place of election during the whole time thereof, and subject to
the inspection of any stockholder who may be present.

                                      -2-

<PAGE>

                                  ARTICLE III
                                   DIRECTORS

      SECTION 1. Number. The business and property of the Corporation shall be
conducted and managed by a Board consisting of such number of directors, but not
less than three (3) nor more than nine (9), as may be fixed from time to time by
resolution adopted by the Board. Directors need not be stockholders.

      SECTION 2. Term of Office. The directors shall be divided into three
classes, Class I, Class II and Class III. The number of directors in each class
shall be the whole number contained in the quotient arrived at by dividing the
authorized number of directors by three, and if a fraction is also contained in
such quotient then if such fraction is one-third (1/3), the extra director
shall be a member of Class III, and if the fraction is two-thirds (2/3) one of
the extra directors shall be a member of Class III and the other a member of
Class II. Once the initial Board of Directors is divided into classes, Class I
directors shall serve for a term expiring at the annual meeting of stockholders
to be held in 1991, Class II directors shall serve for a term expiring at the
annual meeting of stockholders to be held in 1992 and Class III directors shall
serve for a term expiring at the annual meeting of stockholders to be held in
1993. Each director shall serve until his or her successor is elected and
qualified. At each annual meeting of stockholders commencing with the annual
meeting of stockholders to be held in 1991, the successors of the class of
directors whose term expires at that meeting shall be elected to hold office for
a term expiring at the annual meeting of stockholders held in the third year
following the year of their election.

      SECTION 3. Chairman of the Board. The Chairman of the Board shall preside
at all meetings of the stockholders and of the Board of Directors.

      SECTION 4. Vacancies. Except as otherwise provided in the Certificate of
Incorporation, in the case of any increase in the number of directors, or in the
case of any vacancy in the Board of Directors resulting from the death,
resignation, removal or such other cause, such newly created directorship or
vacancy shall only be filled by the affirmative vote of a majority of the
remaining directors then in office, even though less than a quorum of the Board
of Directors. When one or more directors shall resign from the Board of
Directors, effective at a future date, a majority of the directors then in
office, including those who have so resigned, shall have the power to fill such
vacancy or vacancies, the vote thereon to take effect when such resignation or
resignations shall become effective, and each director so chosen shall hold
office as herein provided in the filling of other vacancies.

      Any director elected in accordance with this Section 4 shall hold office
for the remainder of the full term of the class of directors in which the new
directorship was created or the vacancy occurred and shall serve until such
director's successor shall have been elected and qualified.

      SECTION 5. Meetings of the Board of Directors. 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
Chairman of the Board, or by the President or as may be specified in the notice
or waiver of notice of any meeting. Meetings may be held at any time upon the
call of the Chairman of the Board, the President or the Secretary or

                                      -3-

<PAGE>

any two (2) of the directors then in office by oral, telegraphic, or written
notice, duly served or sent or mailed to each director not less than one (1) day
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 or cable waive notice thereof. A regular meeting of the Board of
Directors 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 of Directors.

      SECTION 6. Quorum. One-third, 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 7. Compensation. The directors may be paid their expenses, if any,
of attendance at each meeting of the Board of Directors, a fixed sum for
attendance at each meeting of the Board of Directors and/or a stated fee as
director. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefore. Members
of the Executive Committee and/or of other committees may be allowed like
compensation and reimbursement of expenses for attending committee meetings.

      SECTION 8. Qualifications. No director may serve past the annual meeting
following his or her 70th birthday.

                                   ARTICLE IV
                    EXECUTIVE COMMITTEE AND OTHER COMMITTEES

      SECTION 1. Executive Committee. The Board of Directors may, by resolution
passed by a majority of the whole Board, appoint an Executive Committee of two
(2) or more members, to serve during the pleasure of the Board of Directors, to
consist of such directors as the Board of Directors 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 meeting, shall determine the
number of its members constituting a quorum for the transaction of business, and
shall prescribe its own rules of procedure, no change in which shall be made
save by a majority vote of its members.

      SECTION 3. Powers. During the intervals between the meetings of the Board
of Directors, the Executive Committee shall possess and may exercise all the
powers of the Board of Directors in the management and direction of the business
and affairs of the Corporation, to the extent permitted by law.

      SECTION 4. Minutes. The Executive Committee shall keep regular minutes of
its proceedings and all action by the Executive Committee shall be reported to
the Board of

                                      -4-

<PAGE>

Directors at its next meeting. Such action shall be subject to review by the
Board of Directors, provided that no rights of third parties shall be affected
by such review.

      SECTION 5. Other Committees. From time to time the Board of Directors, by
the affirmative vote of a majority of the whole Board of Directors, may appoint
other committees for any purpose or purposes, and such committees shall have
such powers as shall be conferred by the resolution of appointment, and as shall
be permitted by law.

                                    ARTICLE V
                                    OFFICERS

      SECTION 1. Officers. The Board of Directors shall elect, as officers, a
President, one or more Vice Presidents (the number thereof to be determined by
the Board of Directors), a Treasurer and a Secretary, and in their discretion
one 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 of Directors 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. The
powers and duties of two or more offices may be exercised and performed by the
same person, except the offices of President and Secretary.

      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. President. The President shall be the chief executive officer
of the Corporation. Subject to the direction of the Board of Directors, he shall
have and exercise direct charge of and general supervision over the business and
affairs of the Corporation and shall perform such other duties as may be
assigned to him from time to time by the Board of Directors.

      SECTION 4. Vice Presidents. The Vice Presidents shall, in the order of
their seniority or in such order as may be specified by the Board of Directors,
have and perform all the powers and duties of the President, in his absence or
disability, and shall in addition have and exercise such powers and shall
perform such duties as from time to time may be conferred upon or assigned to
them by the Board of Directors or as may be delegated to them by the Chairman of
the Board or the President.

      SECTION 5. Treasurer. The Treasurer shall have charge of and be
responsible for all funds, securities, receipts and disbursements of the
Corporation, and shall deposit, or cause to be deposited, in the name of the
Corporation, all moneys 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; he may endorse for collection on behalf of the Corporation, checks,
notes and other obligations; he may sign receipts and vouchers for payments made
to the Corporation; singly or jointly with another person as the Board of
Directors may authorize, he may sign checks of the Corporation and pay out and
dispose of the proceeds under the direction of the Board of Directors; he shall
cause to be kept correct books of account of all the business and transactions
of the Corporation, shall see that adequate audits thereof are currently and
regularly made, and

                                      -5-

<PAGE>

shall examine and certify the accounts of the Corporation; he shall render to
the Board of Directors, the Executive Committee, the Chairman of the Board or to
the President, whenever requested, an account of the financial condition of the
Corporation; he may sign with the President or a Vice President, certificates of
stock of the Corporation; and, 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 6. 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 President or the Board of Directors shall prescribe.

      SECTION 7. Secretary. The Secretary shall keep the minutes of all meetings
of the stockholders and of the Board of Directors in books provided for the
purpose; he shall see that all notices are duly given in accordance with the
provisions of law, the Certificate of Incorporation, and these Bylaws; he shall
be custodian of the records and of the corporate seal or seals of the
Corporation; he 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 he may attest the same; he may sign,
with the President or a Vice President, certificates of stock of the
Corporation; and, in general, he 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 to him by the Board of Directors.

      SECTION 8. Assistant Secretaries. The Assistant Secretaries in order of
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 President or the Board of Directors shall prescribe.

      SECTION 9. Subordinate Officers. The Board of Directors may appoint such
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 10. Compensation. The Board of Directors shall have the 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 11. 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 12. 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.

                                      -6-

<PAGE>

                                   ARTICLE VI
                              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 may be prescribed from time to
time by law and by the Board of Directors. The certificates of stock of each
class and series now authorized or which may hereafter be authorized by the
Certificate of Incorporation shall be consecutively numbered and signed by
either the President or a Vice President together either with 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 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 and by a registrar, the signatures of any such
President, Vice President, Treasurer, Assistant Treasurer, Secretary or
Assistant Secretary upon such certificate 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 placed upon, such certificate or
certificates shall have ceased to be such, whether because of death, resignation
or otherwise, before such certificate or certificates shall have been issued and
delivered, such certificate or certificates may nevertheless be issued and
delivered with the same effect as if such officer or officers had not ceased to
be such at the date of its issue and delivery.

      SECTION 2. Transfer of Shares. The shares of the stock of the Corporation
shall be transferred 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, except as otherwise expressly
provided by law.

      SECTION 3. Closing of Transfer Books and Record Dates. The Board of
Directors may in its discretion prescribe, in advance, a record date not
exceeding sixty (60) nor less than ten (10) days prior to the date of any
meeting of the stockholders or prior to the last day on which the consent or
dissent of stockholders may be effectively expressed for any purpose without a
meeting, during which no transfer of stock on the books of the Corporation may
be made; or in lieu of prohibiting the transfer of stock, may fix, in advance, a
record date not more then sixty (60) nor less than ten (10) days prior to the
date of any meeting of stockholders or prior to the last day on which the
consent or dissent of stockholders may be effectively expressed for any purpose
without a meeting, as the time as of which stockholders entitled to notice of
and to vote at such a meeting or whose consent or dissent is required or may be
expressed for any purpose, as the case may be, shall be determined; and all
persons who were holders of record of voting stock at such time and no others
shall be entitled to notice of and to vote at such meeting or to express their
consent or dissent, as the case may be, notwithstanding any transfer of any
stock on the books of the Corporation after any record date fixed as aforesaid.
The Board of Directors may also, in its discretion, fix in advance a date not
exceeding sixty (60) days preceding the date fixed for the payment of any
dividend or the making of any distribution, or for the delivery of

                                      -7-

<PAGE>

evidence of rights, or evidences of interests arising out of any issuance,
change, conversion or exchange of capital stock, as a record date for the
determination of the stockholders entitled to receive or participate in any such
dividend, distribution, rights or interests, notwithstanding any transfer of any
stock on the books of the Corporation after any record date fixed as aforesaid,
or, at its option, in lieu of so fixing a record date, may prescribe in advance
a period not exceeding sixty (60) days prior to the date for such payment,
distribution or delivery during which no transfer of stock on the books of the
Corporation may be made.

      SECTION 4. Lost or Destroyed Certificates. In case of the loss or
destruction of any outstanding certificate of stock, a new certificate may be
issued upon the following conditions:

      The owner of said certificate shall file with the Secretary of the
Corporation an affidavit giving the facts in relation to the ownership, and in
relation to the loss or destruction of said certificate, stating its number and
the number of shares represented thereby; such affidavit to be in such form and
contain such statements as shall satisfy the President and Secretary that said
certificate has been accidentally destroyed or lost, and that a new certificate
ought to be issued in lieu thereof. Upon being so notified, the President and
Secretary shall require such owner to file with the Secretary a bond in such
penal sum and in such form as they may deem advisable, and with a surety or
sureties approved by them, to indemnify and save harmless the Corporation from
any claim, loss, damage or liability which may be occasioned by the issuance of
a new certificate in lieu thereof. Upon such bond being-so filed, a new
certificate for the same number of shares shall be issued to the owner of the
certificate so lost or destroyed; and the transfer agent and registrar of stock,
if any, shall countersign and register such new certificate upon receipt of a
written order signed by the said President and Secretary, and thereupon the
Corporation will save harmless said transfer agent and registrar in the
premises. Any Vice President may act hereunder in the stead of the President,
and an Assistant Secretary in the stead of the Secretary. In case of the
surrender of the original certificate, in lieu of which a new certificate has
been issued, or the surrender of such new certificate, for cancellation, the
bond of indemnity given as a condition of the issue of such new certificate may
be surrendered. A new certificate may be issued without requiring any bond when
in the judgment of the Board of Directors it is proper to do so.

                                   ARTICLE VII
                              CORPORATE SIGNATURES

      SECTION 1. Execution of Negotiable Instruments. 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 Agreements. All contracts, agreements,
endorsements, assignments, transfers, stock powers, or other instruments (except
as provided in Sections 1 and 3 of this Article VII) shall be signed by the
President or any Vice President and by the Secretary or any Assistant Secretary
or the Treasurer or any Assistant Treasurer, or by such other officer or
officers, agent or agents, as shall be thereunto authorized from time to time.

                                      -8-

<PAGE>

      SECTION 3. Execution of Proxies. The President or a Vice President of the
Corporation 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 VIII
                              WAIVERS AND CONSENTS.

      SECTION 1. Waivers. Whenever under the provisions of any law or under the
provisions of the Certificate of Incorporation of the Corporation or these
Bylaws, the Corporation, or the Board of Directors or any committee thereof, is
authorized to take any action after notice to stockholders or the directors or
the members of such committee, or after the lapse of a prescribed period of
time, such action may be taken without notice and without the lapse of any
period of time if, at any time before or after such action be completed, such
requirements be waived in writing by the person or persons entitled to said
notice or entitled to participate in the action to be taken, or, in the case of
a stockholder, by his attorney thereunto authorized.

      SECTION 2. Consents. 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 IX
                           DIVIDENDS AND RESERVE FUNDS

      SECTION 1. Dividends. Except as otherwise provided by law or by the
Certificate of Incorporation, 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.

      SECTION 2. Reserve Funds. Before crediting net profits to the 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 X
                               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 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.

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<PAGE>

                                   ARTICLE XI
                                   FISCAL YEAR

      The fiscal year of the Corporation shall end on the thirtieth day of June
of each year unless another date shall be fixed by resolution of the Board of
Directors. After such date is fixed it may be changed for future fiscal years at
any time or from time to time by further resolution of the Board of Directors.

                                  ARTICLE XII
                                      SEAL

      The corporate seal shall be circular in form and shall contain the name of
the Corporation, the State of incorporation, and the words "Corporate Seal."

                                  ARTICLE XIII
                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Each director and officer, whether or not then in office (and his heirs
and administrators), shall be reimbursed by the Corporation to the full extent
permitted by Section 145 of the General Corporation Law of the State of Delaware
for all reasonable expenses incurred by, imposed upon him in connection with, or
resulting from any action, suit or proceeding to which he may be made a party by
reason of his being or having been a director or officer of the Corporation or
any of its subsidiaries, or of any other corporation at the request of the
Corporation. The Corporation may also make such reimbursement in the event of a
settlement of any such action, suit or proceeding prior to final adjudication
when such settlement appears to be in the interest of the Corporation. The
foregoing right of reimbursement shall not be exclusive of other rights to which
such director or officer may be entitled as a matter of law.

                                   ARTICLE XIV
                                   AMENDMENTS

      SECTION 1. By Stockholders. Except as otherwise provided in the
Certificate of Incorporation of the Corporation, these Bylaws may be amended by
the affirmative vote of the holders of 66 2/3% or more of the combined voting
power of the outstanding voting stock, voting together as a single class and
cast at any annual or special meeting of the stockholders if notice of the
proposed amendment shall have been contained in the notice of the meeting.

      SECTION 2. By Directors. Except as otherwise specifically provided herein,
these Bylaws may be amended by the affirmative vote of a majority of the Board
of Directors, at any regular or special meeting thereof, if notice of the
proposed amendment shall have been contained in the notice of such meeting. If
any Bylaw regulating an impending election of directors is adopted or amended or
repealed by the Board of Directors, there shall be set forth in the notice of
the next meeting of the stockholders for the election of directors the Bylaw so
adopted or amended or repealed together with a concise statement of the changes
made.

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