<PAGE>

                                                                     Exhibit 3.2



                              AMENDED AND RESTATED

                                     BY-LAWS

                                       OF

                        WORKGROUP TECHNOLOGY CORPORATION

<PAGE>

                                     BY-LAWS
                                     -------

                                TABLE OF CONTENTS
                                -----------------

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
ARTICLE 1 - Stockholders .................................................  1

         Section 1.1   Place of Meetings .................................  1
         Section 1.2   Annual Meeting ....................................  1
         Section 1.3   Special Meetings ..................................  1
         Section 1.4   Notice of Meetings ................................  1
         Section 1.5   Voting List .......................................  1
         Section 1.6   Quorum ............................................  2
         Section 1.7   Adjournments ......................................  2
         Section 1.8   Voting and Proxies ................................  2
         Section 1.9   Action at Meeting .................................  3
         Section 1.10  Introduction of Business at Meeting ...............  3
         Section 1.11  Action without Meeting ............................  5

ARTICLE 2 - Directors ....................................................  5

         Section 2.1   General Powers ....................................  5
         Section 2.2   Number; Election and Qualification ................  5
         Section 2.3   Classes of Directors ..............................  6
         Section 2.4   Terms in Office ...................................  6
         Section 2.5   Allocation of Directors Among Classes in the
                       Event of Increases or Decreases in the Number
                       of Directors ......................................  6
         Section 2.6   Tenure ............................................  6
         Section 2.7   Vacancies .........................................  6
         Section 2.8   Resignation .......................................  6
         Section 2.9   Regular Meetings ..................................  6
         Section 2.10  Special Meetings ..................................  7
         Section 2.11  Notice of Special Meetings ........................  7
         Section 2.12  Meetings by Telephone Conference Calls ............  7
         Section 2.13  Quorum ............................................  7
         Section 2.14  Action at Meeting .................................  7
         Section 2.15  Action by Consent .................................  7
         Section 2.16  Removal ...........................................  7
         Section 2.17  Committees ........................................  7
         Section 2.18  Compensation of Directors .........................  8
         Section 2.19  Amendments to Article .............................  8
</TABLE>

<PAGE>

                                      -ii-
<TABLE>
<S>                                                                         <C>
ARTICLE 3 - Officers .....................................................  8

         Section 3.1   Enumeration .......................................  8
         Section 3.2   Election ..........................................  8
         Section 3.3   Qualification .....................................  8
         Section 3.4   Tenure ............................................  9
         Section 3.5   Resignation and Removal ...........................  9
         Section 3.6   Vacancies .........................................  9
         Section 3.7   Chairman of the Board and Vice-Chairman of the
                       Board .............................................  9
         Section 3.8   President .........................................  9
         Section 3.9   Vice Presidents ...................................  9
         Section 3.10  Secretary and Assistant Secretaries ...............  10
         Section 3.11  Treasurer and Assistant Treasurers ................  10
         Section 3.12  Salaries ..........................................  10
         Section 3.13  Action with Respect to Securities of Other
                        Corporations .....................................  10

ARTICLE 4 - Capital Stock ................................................  11

         Section 4.1   Issuance of Stock .................................  11
         Section 4.2   Certificates of Stock .............................  11
         Section 4.3   Transfers .........................................  11
         Section 4.4   Lost, Stolen or Destroyed Certificates ............  11
         Section 4.5   Record Date .......................................  11

ARTICLE 5 - General Provisions ...........................................  12

         Section 5.1   Fiscal Year .......................................  12
         Section 5.2   Corporate Seal ....................................  12
         Section 5.3   Notices ...........................................  12
         Section 5.4   Waiver of Notice ..................................  12
         Section 5.5   Evidence of Authority .............................  12
         Section 5.6   Facsimile Signatures ..............................  12
         Section 5.7   Reliance upon Books, Reports and Records ..........  13
         Section 5.8   Time Periods ......................................  13
         Section 5.9   Certificate of Incorporation ......................  13
         Section 5.10  Transactions with Interested Parties ..............  13
         Section 5.11  Severability ......................................  13
         Section 5.12  Pronouns ..........................................  13

ARTICLE 6 - Amendments ...................................................  14

         Section 6.1   By the Board of Directors .........................  14
         Section 6.2   By the Stockholders ...............................  14
</TABLE>

<PAGE>

                              AMENDED AND RESTATED

                                     BY-LAWS

                                       OF

              WORKGROUP TECHNOLOGY CORPORATION (the "Corporation")


                            ARTICLE 1 - Stockholders
                            ------------------------

         1.1 Place of Meetings. All meetings of stockholders shall be held at
             -----------------
such place within or without the State of Delaware as may be designated from
time to time by the Chairman of the Board (if any), the board of directors of
the Corporation (the "Board of Directors") or the President or, if not so
designated, at the registered office of the Corporation.

         1.2 Annual Meeting. The annual meeting of stockholders for the election
             --------------
of directors and for the transaction of such other business as may properly be
brought before the meeting shall be held on a date to be fixed by the Chairman
of the Board (if any), Board of Directors or the President (which date shall not
be a legal holiday in the place where the meeting is to be held) at the time and
place to be fixed by the Chairman of the Board, the Board of Directors or the
President and stated in the notice of the meeting.

         1.3 Special Meetings. Special meetings of stockholders may be called at
             ----------------
any time by the Chairman of the Board (if any), a majority of the Board of
Directors or the President and shall be held at such place, on such date and at
such time as shall be fixed by the Board of Directors or the person calling the
meeting. Business transacted at any special meeting of stockholders shall be
limited to matters relating to the purpose or purposes stated in the notice of
meeting.

         1.4 Notice of Meetings. Except as otherwise provided by law, written
             ------------------
notice of each meeting of stockholders, whether annual or special, shall be
given not less than 10 nor more than 60 days before the date of the meeting to
each stockholder entitled to vote at such meeting. The notices of all meetings
shall state the place, date and hour of the meeting. The notice of a special
meeting shall state, in addition, the purpose or purposes for which the meeting
is called. If mailed, notice is given when deposited in the United States mail,
postage prepaid, directed to the stockholder at his or her address as it appears
on the records of the Corporation.

         1.5 Voting List. The officer who has charge of the stock ledger of the
             -----------
Corporation shall prepare, at least 10 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 the
meeting is to be held, which place shall be specified in the notice of the
meeting, or if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during

<PAGE>

                                      -2-

the whole time of the meeting, and may be inspected by any stockholder who is
present. This list shall presumptively determine the identity of the
stockholders entitled to vote at the meeting and the number of shares held by
each of them.

         1.6 Quorum. Except as otherwise provided by law, the Certificate of
             ------
Incorporation or these By-Laws, the holders of a majority of the shares of the
capital stock of the Corporation issued and outstanding and entitled to vote at
the meeting, present in person or represented by proxy, shall constitute a
quorum for the transaction of business. Shares held by brokers which such
brokers are prohibited from voting (pursuant to their discretionary authority on
behalf of beneficial owners of such shares who have not submitted a proxy with
respect to such shares) on some or all of the matters before the stockholders,
but which shares would otherwise be entitled to vote at the meeting ("Broker
Non-Votes") shall be counted, for the purpose of determining the presence or
absence of a quorum, [both (a)] toward the total voting power of the shares of
capital stock of the Corporation [and (b) as being represented by proxy]. If a
quorum has been established for the purpose of conducting the meeting, a quorum
shall be deemed to be present for the purpose of all votes to be conducted at
such meeting, provided that where a separate vote by a class or classes, or
series thereof, is required, a majority of the voting power of the shares of
such class or classes, or series, present in person or represented by proxy
shall constitute a quorum entitled to take action with respect to that vote on
that matter. If a quorum shall fail to attend any meeting, the chairman of the
meeting or the holders of a majority of the voting power of the shares of stock
entitled to vote who are present, in person or by proxy, may adjourn the meeting
to another place, date, or time.

         1.7 Adjournments. Any meeting of stockholders may be adjourned to any
             ------------
other time and to any other place at which a meeting of stockholders may be held
under these By-Laws by the stockholders present or represented at the meeting
and entitled to vote, although less than a quorum, or, if no stockholder is
present, by any officer entitled to preside at or to act as Secretary of such
meeting. It shall not be necessary to notify any stockholder of any adjournment
of less than 30 days if the time and place of the adjourned meeting are
announced at the meeting at which adjournment is taken, unless after the
adjournment a new record date is fixed for the adjourned meeting. At the
adjourned meeting, the Corporation may transact any business which might have
been transacted at the original meeting.

         1.8 Voting and Proxies. At any meeting of the stockholders, each
             ------------------
stockholder shall have one vote for each share of stock entitled to vote at such
meeting held of record by such stockholder and a proportionate vote for each
fractional share so held, unless otherwise provided in the Certificate of
Incorporation. Each stockholder of record entitled to vote at a meeting of
stockholders, or to express consent or dissent to corporate action in writing
without a meeting, may vote or express such consent or dissent in person or may
authorize another person or persons to vote or act for such stockholder by
written proxy executed by such stockholder or his or her authorized agent or by
a transmission permitted by law and delivered to the Secretary of the
Corporation. No such proxy shall be voted or acted upon after three years from
the date of its execution, unless the proxy expressly provides for a longer
period. Any copy, facsimile telecommunication or other reliable reproduction of
the writing or transmission created pursuant to this Section 1.8 may be
substituted or used in lieu of the original writing or transmission for any and
all purposes for which the original writing or transmission could be used,
provided that such copy, facsimile telecommunication or reproduction shall be a
complete reproduction of the entire original writing or transmission.

<PAGE>

                                      -3-

         All voting, including on the election of directors but excepting where
otherwise required by law or the Certificate of Incorporation, may take place
via a voice vote. Any vote not taken by voice shall be taken by ballots, each of
which shall state the name of the stockholder or proxy voting and such other
information as may be required under the procedure established for the meeting.

         The Corporation may, and to the extent required by law or the
Certificate of Incorporation, shall, in advance of any meeting of stockholders,
appoint one or more inspectors to act at such meeting and make a written report
thereof. The Corporation 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 person presiding at
such meeting may, and to the extent required by law or the Certificate of
Incorporation, shall, appoint one or more inspectors to act at such 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 or her ability.

         1.9  Action at Meeting. When a quorum is present at any meeting of
              -----------------
stockholders, the holders of a majority of the stock present or represented and
voting on a matter (or if there are two or more classes of stock entitled to
vote as separate classes, then in the case of each such class, the holders of a
majority of the stock of that class present or represented and voting on such
matter) shall decide any matter to be voted upon by the stockholders at such
meeting, except when a different vote is required by express provision of law,
the Certificate of Incorporation or these By-Laws. Any election by stockholders
shall be determined by a plurality of the votes cast by the stockholders
entitled to vote at the election. Except as otherwise provided by the
Certificate of Incorporation, all elections of directors shall be determined by
a plurality of the votes cast, and except as otherwise required by law or the
Certificate of Incorporation, all other matters shall be determined by a
majority of the votes cast affirmatively or negatively. For the purposes of this
paragraph, Broker Non-Votes represented at the meeting but not permitted to vote
on a particular matter shall not be counted, with respect to the vote on such
matter, in the number of (a) votes cast, (b) votes cast affirmatively, or (c)
votes cast negatively.

         1.10 Introduction of Business at Meetings.

              A.   Annual Meetings of Stockholders.
                   -------------------------------

                   (1)  Nominations of persons for election to the Board of
           Directors and the proposal of business to be considered by the
           stockholders may be made at an annual meeting of stockholders (a)
           pursuant to the Corporation's notice of meeting, (b) by or at the
           direction of the Board of Directors or (c) by any stockholder of the
           Corporation who was a stockholder of record at the time of giving of
           notice provided for in this Section 1.10, who is entitled to vote at
           the meeting and who complies with the notice procedures set forth in
           this Section 1.10.

                   (2)  For nominations or other business to be properly brought
           before an annual meeting by a stockholder pursuant to clause (c) of
           paragraph (A)(1) of this Section 1.10, the stockholder must have
           given timely notice thereof in writing to the

<PAGE>

                                      -4-

           Secretary of the Corporation and such other business must otherwise
           be a proper matter for stockholder action. To be timely, a
           stockholder's notice shall be delivered to the Secretary at the
           principal executive offices of the Corporation not later than the
           close of business on the one hundred twentieth (120th) day nor
           earlier than the close of business on the one hundred fiftieth
           (150th) day prior to the first anniversary of the date of the proxy
           statement delivered to stockholders in connection with the preceding
           year's annual meeting provided, however, that if either (i) the date
           of the annual meeting is more than thirty (30) days before or more
           than sixty (60) days after such an anniversary date or (ii) no proxy
           statement was delivered to stockholders in connection with the
           preceding year's annual meeting, notice by the stockholder to be
           timely must be so delivered not earlier than the close of business on
           the ninetieth (90th) day prior to such annual meeting and not later
           than the close of business on the later of the sixtieth (60th) day
           prior to such annual meeting or the close of business on the tenth
           (10th) day following the day on which public announcement of the date
           of such meeting is first made by the Corporation. Such stockholder's
           notice shall set forth (a) as to each person whom the stockholder
           proposes to nominate for election or reelection as a director, all
           information relating to such person 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 (the "Exchange Act")
           (including such person's written consent to being named in the proxy
           statement as a nominee and to serving as a director if elected); (b)
           as to any other business that the stockholder proposes to bring
           before the meeting, a brief description of the business desired to be
           brought before the meeting, the reasons for conducting such business
           at the meeting and any material interest in such business of such
           stockholder and the beneficial owner, if any, on whose behalf the
           proposal is made; and (c) as to the stockholder giving the notice and
           the beneficial owner, if any, on whose behalf the nomination or
           proposal is made (i) the name and address of such stockholder, as
           they appear on the Corporation's books, and of such beneficial owner
           and (ii) the class and number of shares of capital stock of the
           Corporation that are owned beneficially and held of record by such
           stockholder and such beneficial owner.

                   (3)  Notwithstanding anything in the second sentence of
           paragraph (A)(2) of this Section 1.10 to the contrary, in the event
           that the number of directors to be elected to the Board of Directors
           of the Corporation is increased and there is no public announcement
           by the Corporation naming all of the nominees for director or
           specifying the size of the increased Board of Directors at least
           seventy (70) days prior to the first anniversary of the preceding
           year's annual meeting (or, if the annual meeting is held more than
           thirty (30) days before or sixty (60) days after such anniversary
           date, at least seventy (70) days prior to such annual meeting), a
           stockholder's notice required by this Section 1.10 shall also be
           considered timely, but only with respect to nominees for any new
           positions created by such increase, if it shall be delivered to the
           Secretary at the principal executive office of the Corporation not
           later than the close of business on the tenth (10th) day following
           the day on which such public announcement is first made by the
           Corporation.

              B.   Special Meetings of Stockholders. Only such business shall
                   --------------------------------
           be conducted at a special meeting of stockholders as shall have been
           brought before the

<PAGE>

                                      -5-

           meeting pursuant to the Corporation's notice of meeting. Nominations
           of persons for election to the Board of Directors may be made at a
           special meeting of stockholders at which directors are to be elected
           pursuant to the Corporation's notice of meeting (a) by or at the
           direction of the Board of Directors or (b) provided that the Board of
           Directors has determined that directors shall be elected at such
           meeting, by any stockholder of the Corporation who is a stockholder
           of record at the time of giving of notice of the special meeting, who
           shall be entitled to vote at the meeting and who complies with the
           notice procedures set forth in this Section 1.10. If the Corporation
           calls a special meeting of stockholders for the purpose of electing
           one or more directors to the Board of Directors, any such stockholder
           may nominate a person or persons (as the case may be), for election
           to such position(s) as specified in the Corporation's notice of
           meeting, if the stockholder's notice required by paragraph (A)(2) of
           this Section 1.10 shall be delivered to the Secretary at the
           principal executive offices of the Corporation not earlier than the
           ninetieth (90th) day prior to such special meeting nor later than the
           later of (x) the close of business of the sixtieth (60th) day prior
           to such special meeting or (y) the close of business of the tenth
           (10th) day following the day on which public announcement is first
           made of the date of such special meeting and of the nominees proposed
           by the Board of Directors to be elected at such meeting.

        C.    General.
              -------

                   (1)  Only such persons who are nominated in accordance with
           the procedures set forth in this Section 1.10 shall be eligible to
           serve as directors and only such business shall be conducted at a
           meeting of stockholders as shall have been brought before the meeting
           in accordance with the procedures set forth in this Section 1.10.
           Except as otherwise provided by law, the Certificate of Incorporation
           or these By-Laws, the chairman of the meeting shall have the power
           and duty to determine whether a nomination or any business proposed
           to be brought before the meeting was made or proposed, as the case
           may be, in accordance with the procedures set forth in this Section
           1.10 and, if any proposed nomination or business is not in compliance
           herewith, to declare that such defective proposal or nomination shall
           be disregarded.

                   (2)  For purposes of this Section 1.10, "public announcement"
           shall mean disclosure in a press release reported by the Dow Jones
           News Service, Associated Press or comparable national news service or
           in a document publicly filed by the Corporation with the Securities
           and Exchange Commission pursuant to Section 13, 14 or 15(d) of the
           Exchange Act.

                   (3)  Notwithstanding the foregoing provisions of this Section
           1.10, a stockholder shall also comply with all applicable
           requirements of the Exchange Act and the rules and regulations
           thereunder with respect to the matters set forth herein. Nothing in
           this Section 1.10 shall be deemed to affect any rights (i) of
           stockholders to request inclusion of proposals in the Corporation's
           proxy statement pursuant to Rule 14a-8 under the Exchange Act or (ii)
           of the holders of any series of Preferred Stock to elect directors
           under specified circumstances.

<PAGE>

                                      -6-

     1.11 Action without Meeting. Stockholders of the Corporation may not take
          ----------------------
any action by written consent in lieu of a meeting. Notwithstanding any other
provision of law, the Certificate of Incorporation or these By-Laws, and
notwithstanding the fact that a lesser percentage may be specified by law, the
affirmative vote of the holders of at least seventy-five percent (75%) of the
votes which all the stockholders would be entitled to cast at any annual
election of directors or class of directors shall be required to amend or
repeal, or to adopt any provision inconsistent with, this Section 1.11.

                              ARTICLE 2 - Directors
                              ---------------------

     2.1  General Powers. The business and affairs of the Corporation shall be
          --------------
managed by or under the direction of a Board of Directors, who may exercise all
of the powers of the Corporation except as otherwise provided by law or the
Certificate of Incorporation. In the event of a vacancy in the Board of
Directors, the remaining directors, except as otherwise provided by law or the
Certificate of Incorporation, may exercise the powers of the full Board of
Directors until the vacancy is filled.

     2.2  Number; Election and Qualification. The number of directors which
          ----------------------------------
shall constitute the whole Board of Directors shall be determined by resolution
of the Board of Directors, but in no event shall be less than three. The number
of directors may be decreased at any time and from time to time by a majority of
the directors then in office, but only to eliminate vacancies existing by reason
of the death, resignation, removal or expiration of the term of one or more
directors. The directors shall be elected at the annual meeting of stockholders
by such stockholders as have the right to vote on such election. Directors need
not be stockholders of the Corporation.

     2.3  Classes of Directors. The Board of Directors shall be and is divided
          --------------------
into three classes: Class I, Class II and Class III. No one class shall have
more than one director more than any other class.

     2.4  Terms in Office. Each director shall serve for a term ending on the
          ---------------
date of the third annual meeting following the annual meeting at which such
director was elected; provided, however, that each initial director in Class I
shall serve for a term ending on the date of the annual meeting following the
end of the Corporation's fiscal year ending March 31, 1996; each initial
director in Class II shall serve for a term ending on the date of the annual
meeting following the end of the Corporation's fiscal year ending March 31,
1997; and each initial director in Class III shall serve for a term ending on
the date of the annual meeting following the end of the Corporation's fiscal
year ending March 31, 1998.

     2.5  Allocation of Directors Among Classes in the Event of Increases or
          ------------------------------------------------------------------
Decreases in the Number of Directors. In the event of any increase or decrease
------------------------------------
in the authorized number of directors, (i) each director then serving as such
shall nevertheless continue as director of the class of which he or she is a
member until the expiration of such director's current term or his or her prior
death, retirement or resignation and (ii) the newly created or eliminated
directorships resulting from such increase or decrease shall be apportioned by
the Board of Directors among the three classes of directors, subject to Section
2.3. To the extent possible, consistent with the foregoing rule, any newly
created directorships shall be added to those classes whose terms of

<PAGE>

                                      -7-

office are to expire at the earliest dates following such allocation[, unless
otherwise provided for from time to time by resolution adopted by a majority of
the directors then in office, although less than a quorum]. No decrease in the
number of directors constituting the whole Board of Directors shall shorten the
term of an incumbent Director.

     2.6  Tenure. Notwithstanding any provisions to the contrary contained
          ------
herein, each director shall hold office until his or her successor is elected
and qualified, or until his or her earlier death, resignation or removal.

     2.7  Vacancies. Unless and until filled by the stockholders, any vacancy in
          ---------
the Board of Directors, however occurring, including a vacancy resulting from an
enlargement thereof, may be filled by vote of a majority of the directors then
in office, although less than a quorum, or by a sole remaining director. A
director elected to fill a vacancy shall be elected for the unexpired term of
his or her predecessor in office, and a director chosen to fill a position
resulting from an increase in the number of directors shall hold office until
the next annual meeting of stockholders at which directors of the class to which
such position belongs are to be elected and until his or her successor is
elected and qualified, or until his or her earlier death, resignation or
removal.

     2.8  Resignation. Any director may resign by delivering his or her written
          -----------
resignation to the Corporation at its principal office or to the President or
Secretary. Such resignation shall be effective upon receipt unless it is
specified to be effective at some other time or upon the happening of some other
event.

     2.9  Regular Meetings. Regular meetings of the Board of Directors may be
          ----------------
held without notice at such time and place, either within or without the State
of Delaware, as shall be determined from time to time by the Board of Directors;
provided that any director who is absent when such a determination is made shall
be given notice of the determination. Directors may be held without notice
immediately after and at the same place as the annual meeting of Regular
meetings of the Board of Directors shall be held at such place or places, on
such date or dates, and at such time or times as shall have been established by
the Board of Directors and publicized among all directors. A notice of each
regular meeting shall not be required.

     2.10 Special Meetings. Special meetings of the Board of Directors may be
          ----------------
held at any time and place, within or without the State of Delaware, designated
in a call by the Chairman of the Board (if any), the President, two or more
directors, or by one director in the event that there is only a single director
in office.

     2.11 Notice of Special Meetings. Notice of any special meeting of directors
          --------------------------
shall be given to each director by the Secretary or by the officer or one of the
directors calling the meeting. Notice shall be duly given to each director (i)
by giving notice to such director in person or by telephone at least 48 hours in
advance of the meeting, (ii) by sending a telegram or delivering written notice
by facsimile transmission or by hand, to his or her last known business or home
address at least 48 hours in advance of the meeting, or (iii) by mailing written
notice to his or her last known business or home address at least 72 hours in
advance of the meeting. A notice or waiver of notice of a meeting of the Board
of Directors need not specify the purposes of the meeting.

<PAGE>

                                      -8-

     2.12 Meetings by Telephone Conference Calls. Directors or any members of
          --------------------------------------
any committee designated by the Board of Directors may participate in a meeting
of the Board of Directors or 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 participation by such means shall be deemed
to constitute presence in person at such meeting.

     2.13 Quorum. A majority of the total number of the whole Board of Directors
          ------
shall constitute a quorum at all meetings of the Board of Directors. In the
event one or more of the directors shall be disqualified to vote at any meeting,
then the required quorum shall be reduced by one for each such director so
disqualified; provided, however, that in no case shall less than one-third (1/3)
of the total number of the whole Board of Directors constitute a quorum. In the
absence of a quorum at any such meeting, a majority of the directors present may
adjourn the meeting from time to time without further notice other than
announcement at the meeting, until a quorum shall be present.

     2.14 Action at Meeting. At any meeting of the Board of Directors at which a
          -----------------
quorum is present, the vote of a majority of those present shall be sufficient
to take any action, unless a different vote is specified by law, the Certificate
of Incorporation or these By-Laws.

     2.15 Action by Written Consent. 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 all members of the Board of
Directors or committee, as the case may be, consent to such action in writing,
and the written consents are filed with the minutes of proceedings of the Board
of Directors or committee.

     2.16 Removal. Any one or more or all of the directors may be removed with
          -------
cause only by the holders of at least a majority of the shares then entitled to
vote at an election of directors.

     2.17 Committees. The Board of Directors may, by resolution passed by a
          ----------
majority of the whole Board, designate one or more committees, each committee to
consist of one or more of the directors of the Corporation. The Board of
Directors may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
such committee. In the absence or disqualification of a member of a committee,
the member or members of such committee present at any meeting and not
disqualified from voting, whether or not such member or members constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at such meeting in the place of any such absent or disqualified member. Any such
committee, to the extent provided in the resolution of the Board of Directors
and subject to the provisions of the General Corporation Law of the State of
Delaware, 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
and may authorize the seal of the Corporation to be affixed to all papers which
may require it. Each such committee shall keep minutes and make such reports as
the Board of Directors may from time to time request. Except as the Board of
Directors may otherwise determine or as provided herein, any committee may make
rules for the conduct of its business, but unless otherwise provided by the
directors or in such rules, its business shall be conducted as nearly as
possible in the same manner as is provided in these By-Laws for the Board of
Directors. Adequate provisions shall be made for notice to members of all
meeting of committees. One-third (1/3) of

<PAGE>

                                      -9-

the members of any committee shall constitute a quorum unless the committee
shall consist of one (1) or two (2) members, in which event one (1) member shall
constitute a quorum; and all matters shall be determined by a majority vote of
the members present. Action may be taken by any committee without a meeting if
all members thereof consent thereto in writing, and the writing or writings are
filed with the minutes of the proceedings of such committee.

     2.18 Compensation of Directors. Directors may be paid such compensation for
          -------------------------
their services and such reimbursement for expenses of attendance at meetings as
the Board of Directors may from time to time determine. No such payment shall
preclude any director from serving the Corporation or any of its parent or
subsidiary corporations in any other capacity and receiving compensation for
such service.

     2.19 Amendments to Article. Notwithstanding any other provisions of law,
          ---------------------
the Certificate of Incorporation or these By-Laws, and notwithstanding the fact
that a lesser percentage may be specified by law, the affirmative vote of the
holders of a least seventy-five percent (75%) of the votes which all the
stockholders would be entitled to cast at any annual election of directors or
class of directors shall be required to amend or repeal, or to adopt any
provision inconsistent with, this Article 2.

                              ARTICLE 3 - Officers
                              --------------------

     3.1  Enumeration. The officers of the Corporation shall consist of a
          -----------
President, a Secretary, a Treasurer and such other officers with such other
titles as the Board of Directors shall determine, including, but not limited to,
a Chairman of the Board, a Vice-Chairman of the Board, and one or more Vice
Presidents, Assistant Treasurers and Assistant Secretaries. The Board of
Directors may appoint such other officers as it may deem appropriate.

     3.2  Election. The President, Treasurer and Secretary shall be elected
          --------
annually by the Board of Directors at its first meeting following the annual
meeting of stockholders. Other officers may be appointed by the Board of
Directors at such meeting or at any other meeting.

     3.3  Qualification. No officer need be a stockholder. Any two or more
          -------------
offices may be held by the same person.

     3.4  Tenure. Except as otherwise provided by law, by the Certificate of
          ------
Incorporation or by these By-Laws, each officer shall hold office until his or
her successor is elected and qualified, unless a different term is specified in
the vote choosing or appointing such officer, or until his or her earlier death,
resignation or removal.

     3.5  Resignation and Removal. Any officer may resign by delivering his or
          -----------------------
her written resignation to the Chairman of the Board (if any), to the Board of
Directors at a meeting thereof, to the Corporation at its principal office or to
the President or Secretary. Such resignation shall be effective upon receipt
unless it is specified to be effective at some other time or upon the happening
of some other event.

<PAGE>

                                      -10-

         Any officer may be removed at any time, with or without cause, by vote
of a majority of the entire number of directors then in office.

         Except as the Board of Directors may otherwise determine, no officer
who resigns or is removed shall have any right to any compensation as an officer
for any period following his or her resignation or removal, or any right to
damages on account of such removal, whether his or her compensation be by the
month or by the year or otherwise, unless such compensation is expressly
provided in a duly authorized written agreement with the Corporation.

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

         3.7  Chairman of the Board and Vice-Chairman of the Board. The Chairman
              ----------------------------------------------------
of the Board, if any, shall preside at all meetings of the Board of Directors
and stockholders at which he or she is present and shall perform such duties and
possess such powers as are designated by the Board of Directors. If the Board of
Directors appoints a Vice-Chairman of the Board, he or she shall, in the absence
or disability of the Chairman of the Board, perform the duties and exercise the
powers of the Chairman of the Board and shall perform such other duties and
possess such other powers as may from time to time be designated by the Board of
Directors.

         3.8  President. The President shall, subject to the direction of the
              ---------
Board of Directors, have general charge and supervision of the business of the
Corporation. Unless otherwise provided by the Board of Directors, the President
shall preside at all meetings of the stockholders, and, if a director, at all
meetings of the Board of Directors. Unless the Board of Directors has designated
another officer as the Chief Executive Officer, the President shall be the Chief
Executive Officer of the Corporation. The President shall perform such other
duties and shall have such other powers as the Board of Directors may from time
to time prescribe. The President shall have the power to enter into contracts
and otherwise bind the Corporation in matters arising in the ordinary course of
the Corporation's business.

         3.9  Vice Presidents. Any Vice President shall perform such duties and
              ---------------
possess such powers as the Board of Directors or the President may from time to
time prescribe. In the event of the absence, inability or refusal to act of the
President, the Vice President (or if there shall be more than one, the Vice
Presidents in the order determined by the Board of Directors) shall perform the
duties of the President and, when so performing, shall have all the powers of
and be subject to all the restrictions upon the President. The Board of
Directors may assign to any Vice President the title of Executive Vice
President, Senior Vice President or any other title selected by the Board of
Directors. Unless otherwise determined by the Board of Directors, any Vice
President shall have the power to enter into contracts and otherwise bind the
Corporation in matters arising in the ordinary course of the Corporation's
business.

         3.10 Secretary and Assistant Secretaries. The Secretary shall perform
              -----------------------------------
such duties and shall have such powers as the Board of Directors or the
President may from time to time prescribe. In addition, the Secretary shall
perform such duties and have such powers as are incident to the office of
secretary, including without limitation the duty and power to give

<PAGE>

                                      -11-

notices of all meetings of stockholders and special meetings of the Board of
Directors, to attend all meetings of stockholders and the Board of Directors and
keep a record of the proceedings, to maintain a stock ledger and prepare lists
of stockholders and their addresses as required, to be custodian of corporate
records and the corporate seal and to affix and attest to the same on documents.

         Any Assistant Secretary shall perform such duties and possess such
powers as the Board of Directors, the President or the Secretary may from time
to time prescribe. In the event of the absence, inability or refusal to act of
the Secretary, the Assistant Secretary (or if there shall be more than one, the
Assistant Secretaries in the order determined by the Board of Directors) shall
perform the duties and exercise the powers of the Secretary.

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

         3.11 Treasurer and Assistant Treasurers. The Treasurer shall perform
              ----------------------------------
such duties and shall have such powers as the Board of Directors or the
President may from time to time prescribe. In addition, the Treasurer shall
perform such duties and have such powers as are incident to the office of
treasurer, including without limitation the duty and power to keep and be
responsible for all funds and securities of the Corporation, to deposit funds of
the Corporation in depositories selected in accordance with these By-Laws, to
disburse such funds as ordered by the Board of Directors, to make proper
accounts for such funds, and to render as required by the Board of Directors
statements of all such transactions and of the financial condition of the
Corporation.

         The Assistant Treasurers shall perform such duties and possess such
powers as the Board of Directors, the President or the Treasurer may from time
to time prescribe. In the event of the absence, inability or refusal to act of
the Treasurer, the Assistant Treasurer (or if there shall be more than one, the
Assistant Treasurers in the order determined by the Board of Directors) shall
perform the duties and exercise the powers of the Treasurer.

         3.12 Salaries. Officers of the Corporation shall be entitled to such
              --------
salaries, compensation or reimbursement as shall be fixed or allowed from time
to time by the Board of Directors.

         3.13 Action with Respect to Securities of Other Corporations. Unless
              -------------------------------------------------------
otherwise directed by the Board of Directors, the President or any officer of
the Corporation authorized by the President shall have power to vote and
otherwise act on behalf of the Corporation, in person or by proxy, at any
meeting of stockholders of or with respect to any action of stockholders of any
other corporation in which the Corporation may hold securities and otherwise to
exercise any and all rights and powers which this Corporation may possess by
reason of its ownership of securities in such other corporation.

                            ARTICLE 4 - Capital Stock
                            -------------------------

<PAGE>

                                      -12-

         4.1 Issuance of Stock. Unless otherwise voted by the stockholders and
             -----------------
subject to the provisions of the Certificate of Incorporation, the whole or any
part of any unissued balance of the authorized capital stock of the Corporation
or the whole or any part of any issued, authorized capital stock of the
Corporation held in its treasury may be issued, sold, transferred or otherwise
disposed of by vote of the Board of Directors in such manner, for such
consideration and on such terms as the Board of Directors may determine.

         4.2 Certificates of Stock. Every holder of stock of the Corporation
             ---------------------
shall be entitled to have a certificate, in such form as may be prescribed by
law and by the Board of Directors, certifying the number and class of shares
owned by such stockholder in the Corporation. Each such certificate shall be
signed by, or in the name of the Corporation by, the Chairman or Vice-Chairman,
if any, of the Board of Directors, or the President or a Vice President, and the
Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary
of the Corporation. Any or all of the signatures on such certificate may be a
facsimile.

         Each certificate for shares of stock which are subject to any
restriction on transfer pursuant to the Certificate of Incorporation, the
By-Laws, applicable securities laws or any agreement among any number of
shareholders or among such holders and the Corporation shall have conspicuously
noted on the face or back of such certificate either the full text of such
restriction or a statement of the existence of such restriction.

         4.3 Transfers. Except as otherwise established by rules and regulations
             ---------
adopted by the Board of Directors, and subject to applicable law, shares of
stock may be transferred on the books of the Corporation by the surrender to the
Corporation or its transfer agent of the certificate representing such shares,
properly endorsed or accompanied by a written assignment or power of attorney
properly executed, and with such proof of authority or the authenticity of
signature as the Corporation or its transfer agent may reasonably require.
Except as may be otherwise required by law, by the Certificate of Incorporation
or by these By-Laws, the Corporation shall be entitled to treat the record
holder of stock as shown on its books as the owner of such stock for all
purposes, including the payment of dividends and the right to vote with respect
to such stock, regardless of any transfer, pledge or other disposition of such
stock, until the shares have been transferred on the books of the Corporation in
accordance with the requirements of these By-Laws.

         4.4 Lost, Stolen or Destroyed Certificates. The Corporation may issue a
             --------------------------------------
new certificate of stock in place of any previously issued certificate alleged
to have been lost, stolen, or destroyed, upon such terms and conditions as the
President may prescribe, including the presentation of reasonable evidence of
such loss, theft or destruction and the giving of such indemnity as the
President may require for the protection of the Corporation or any transfer
agent or registrar.

         4.5 Record Date. The Board of Directors may fix in advance a date as a
             -----------
record date for the determination of the stockholders entitled to notice of or
to vote at any meeting of stockholders or to express consent (or dissent) to
corporate action in writing without a meeting, or entitled to receive payment of
any dividend or other distribution or allotment of any rights in respect of any
change, conversion or exchange of stock, or for the purpose of any other lawful
action. Such record date 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 to
which such record date relates.

<PAGE>

                                      -13-

         If no record date is fixed, the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be at the close of business on the day before the day on which notice is given,
or, if notice is waived, at the close of business on the day before the day on
which the meeting is held. The record date for determining stockholders entitled
to express consent to corporate action in writing without a meeting, when no
prior action by the Board of Directors is necessary, shall be the day on which
the first written consent is expressed. The record date for determining
stockholders for any other purpose shall be at the close of business on the day
on which the Board of Directors adopts the resolution relating to such purpose.

         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.

                         ARTICLE 5 - General Provisions
                         ------------------------------

         5.1 Fiscal Year. The fiscal year of the Corporation shall be fixed by
             -----------
resolution of the Board of Directors.

         5.2 Corporate Seal. The corporate seal shall be in such form as shall
             --------------
be approved by the Board of Directors.

         5.3 Notices. Except as otherwise specifically provided herein or
             -------
required by law or the Certificate of Incorporation, all notices required to be
given to any stockholder, director, officer, employee or agent of the
Corporation shall be in writing and may in every instance be effectively given
by hand delivery to the recipient thereof, by depositing such notice in the
mails, postage paid, or by sending such notice by prepaid telegram or facsimile
transmission. Any such notice shall be addressed to such stockholder, director,
officer, employee or agent at his or her last known address as the same appears
on the books of the Corporation. The time when such notice is received shall be
deemed to be the time of the giving of the notice.

         5.4 Waiver of Notice. Whenever any notice whatsoever is required to be
             ----------------
given by law, by the Certificate of Incorporation or by these By-Laws, a waiver
of such notice either in writing signed by the person entitled to such notice or
such person's duly authorized attorney, or by telegraph, facsimile transmission
or any other available method, whether before, at or after the time stated in
such waiver, or the appearance of such person or persons at such meeting in
person or by proxy, shall be deemed equivalent to such notice.

         5.5 Evidence of Authority. A certificate by the Secretary, or an
             ---------------------
Assistant Secretary, or a temporary Secretary, as to any action taken by the
stockholders, directors, a committee or any officer or representative of the
Corporation shall, as to all persons who rely on the certificate in good faith,
be conclusive evidence of such action.

         5.6 Facsimile Signatures. In addition to the provisions for use of
             --------------------
facsimile signatures elsewhere specifically authorized in these By-Laws,
facsimile signatures of any

<PAGE>

                                      -14-

officer or officers of the Corporation may be used whenever and as authorized by
the Board of Directors or a committee thereof.

         5.7  Reliance upon Books, Reports and Records. Each director, each
              ----------------------------------------
member of any committee designated by the Board of Directors, and each officer
of the Corporation shall, in the performance of his or her duties, be fully
protected in relying in good faith upon the books of account or other records of
the Corporation and upon such information, opinions, reports or statements
presented to the Corporation by any of its officers or employees or committees
of the Board of Directors so designated, or by any other person as to matters
which such director or committee member reasonably believes are within such
other person's professional or expert competence and who has been selected with
reasonable care by or on behalf of the Corporation.

         5.8  Time Periods. In applying any provision of these By-Laws that
              ------------
requires that an act be done or not be done a specified number of days prior to
an event or that an act be done during a period of a specified number of days
prior to an event, calendar days shall be used, the day of the doing of the act
shall be excluded, and the day of the event shall be included.

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

         5.10 Transactions with Interested Parties. No contract or transaction
              ------------------------------------
between the Corporation and one or more of the directors or officers, or between
the Corporation and any other corporation, partnership, association, or other
organization in which one or more of the directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because such director or officer is present at or
participates in the meeting of the Board of Directors or a committee of the
Board of Directors which authorizes the contract or transaction or solely
because his, her or their votes are counted for such purpose, if:

         (1)  The material facts as to his or her relationship or interest and
     as to the contract or transaction are disclosed or are known to the Board
     of Directors or the committee, and the Board or committee in good faith
     authorizes the contract or transaction by the affirmative vote of a
     majority of the disinterested directors, even though the disinterested
     directors be less than a quorum;

         (2)  The material facts as to his or her relationship or interest and
     as to the contract or transaction are disclosed or are known to the
     stockholders entitled to vote thereon, and the contract or transaction is
     specifically approved in good faith by vote of the stockholders; or

         (3)  The contract or transaction is fair as to the Corporation as of
     the time it is authorized, approved or ratified, by the Board of Directors,
     a committee of the Board of Directors, or the stockholders.

         Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of a committee
which authorizes the contract or transaction.

<PAGE>

                                      -15-

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

         5.12 Pronouns. All pronouns used in these By-Laws shall be deemed to
              --------
refer to the masculine, feminine or neuter, singular or plural, as the identity
of the persons or persons so designated may require.

                             ARTICLE 6 - Amendments
                             ----------------------

         6.1  By the Board of Directors. Except as is otherwise set forth in
              -------------------------
these By-Laws, these By-Laws may be altered, amended or repealed, or new by-laws
may be adopted, by the affirmative vote of a majority of the directors present
at any regular or special meeting of the Board of Directors at which a quorum is
present.

         6.2  By the Stockholders. Except as otherwise set forth in these
              -------------------
By-Laws, these By-Laws may be altered, amended or repealed or new by-laws may be
adopted by the affirmative vote of the holders of a majority of the shares of
the capital stock of the Corporation issued and outstanding and entitled to vote
at any regular meeting of stockholders, or at any special meeting of
stockholders, provided notice of such alteration, amendment, repeal or adoption
of new by-laws shall have been stated in the notice of such special meeting.