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                                                               EXHIBIT 3.2


                           AERIAL COMMUNICATIONS, INC.

                               RESTATED BYLAWS
                       (AS AMENDED AS OF SEPTEMBER 8, 1998)

                                  ARTICLE I

                                   OFFICES

     SECTION 1.  REGISTERED OFFICE.  The registered office shall be in the 
City of Wilmington, County of New Castle, State of Delaware.

     SECTION 2.  OTHER OFFICES.  The corporation may also have offices at 
such other places both within and without the State of Delaware as the board 
of directors may from time to time determine or the business of the 
corporation may require.

                                   ARTICLE II

                              MEETINGS OF STOCKHOLDERS

     SECTION 1.  PLACE OF MEETING.  All meetings of the stockholders for the 
election of directors shall be held at such place either within or without 
the State of Delaware as shall be designated from time to time by the board 
of directors and stated in the notice of the meeting.  Meetings of 
stockholders for any other purpose may be held at such time and place, within 
or without the State of Delaware, as shall be stated in the notice of the 
meeting or in a duly executed waiver of notice thereof.

SECTION 2.  TIME OF ANNUAL MEETING AND VOTE REQUIRED TO ELECT DIRECTORS.  
Annual meetings of stockholders shall be held on the first Monday in May, 
commencing in 1997, if not a legal holiday, and if a legal holiday, then on 
the next secular day following, at 10:00 A.M., or at such other date and time 
as shall be designated from time to time by the board of directors and stated 
in the notice of the meeting, at which the stockholders shall elect by a 
plurality vote directors to succeed those whose terms expire, and transact 
such other business as may properly be brought before the meeting.

SECTION 3.  NOTICE OF ANNUAL MEETING.  Written notice of the annual 
meeting stating the place, date and hour of the meeting shall be given to each 
stockholder entitled to vote at such meeting not less than ten nor more than 
sixty days before the date of the meeting.

SECTION 4.  VOTING LIST.  The officer who has charge of the stock ledger of 
the corporation shall prepare and make, at least ten days before every 
meeting of stockholders, a complete list of the stockholders entitled to vote 
at the meeting, arranged in alphabetical order, and showing the address of 
each stockholder and the number of shares registered in the name of each 
stockholder.  Such list shall be open to the examination of any stockholder, 
for any purpose germane to the meeting, at the corporation's principal 
business address during ordinary business hours, for a period of at least ten 
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


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and kept at the time and place of the meeting during the whole time thereof, 
and may be inspected by any stockholder who is present.

     SECTION 5.  SPECIAL MEETINGS.  Special meetings of the stockholders, for 
any purpose or purposes, unless otherwise prescribed by statute or by the 
certificate of incorporation, may be called by the president and shall be 
called by the president or secretary at the request in writing of a majority 
of the board of directors, or at the request in writing of holders of a 
majority of the votes of the stock issued and outstanding and entitled to 
vote.  Such request shall state the purpose or purposes of the proposed 
meeting.

     SECTION 6.  NOTICE OF SPECIAL MEETINGS.  Written notice of a special 
meeting, stating the place, date and hour of the meeting and the purpose or 
purposes for which the meeting is called, shall be given not less than ten 
nor more than sixty days before the date of the meeting to each stockholder 
entitled to vote at such meeting.

    SECTION 7.  BUSINESS TO BE TRANSACTED AT SPECIAL MEETINGS.  Business 
transacted at any special meeting of stockholders shall be limited to the 
purposes stated in the notice.

    SECTION 8.  QUORUM AND ADJOURNMENTS.  The holders of a majority of the 
votes of the stock issued and outstanding and entitled to vote thereat, 
present in person or represented by proxy, shall constitute a quorum at all 
meetings of the stockholders for the transaction of business except as 
otherwise provided by statute or by the certificate of incorporation, and 
except where a separate vote by a class or classes is required, in which case 
the holders of a majority of the votes of the stock of such class or classes, 
present in person or represented by a proxy, shall constitute a quorum 
entitled to take action with respect to that vote on that matter.  If, 
however, such quorum shall not be present or represented at any meeting of 
the stockholders, the stockholders entitled to vote thereat, present in 
person or represented by proxy, shall have power to adjourn the meeting from 
time to time, without notice other than announcement at the meeting, until a 
quorum shall be present or represented.  At such adjourned meeting at which a 
quorum shall be present or represented, any business may be transacted which 
might have been transacted at the meeting as originally notified.  If the 
adjournment is for more than thirty days, or if after the adjournment a new 
record date is fixed for the adjourned meeting, a notice of the adjourned 
meeting shall be given to each stockholder of record entitled to vote at the 
meeting.

     SECTION 9.  VOTE REQUIRED.  When a quorum is present at any meeting, the 
vote of the holders of a majority of the votes of the stock having voting 
power present in person or represented by proxy shall decide any question 
brought before such meeting, unless the question is one upon which by express 
provision of statute, the certificate of incorporation, or the bylaws, a 
different vote is required, in which case such express provision shall govern 
and control the decision or such question.

     SECTION 10.  VOTING.  Each stockholder shall at every meeting of 
stockholders be entitled to vote in person or by proxy the shares of capital 
stock having voting power held by such stockholder, but no proxy shall be 
voted after three years from its date, unless the proxy provides for a longer 
period.

     SECTION 11.  INFORMAL ACTION.  Any action required to be taken at any 
annual or special meeting of stockholders of the corporation, or any action 
which may be taken at any annual or special meeting of such stockholders, may 
be taken without a meeting, without prior notice and without a vote, if a 
consent in writing, setting forth the action so taken, shall be signed by the 
holders of outstanding stock having not less than the minimum number of votes 
that would be necessary to authorize or take such action at a meeting at 
which all shares entitled to vote thereon were present and voted.  Prompt 
notice of the taking of the corporate action without a meeting by less than 
unanimous written consent shall be given to those stockholders who have not 
consented in writing.

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     SECTION 12.  INTRODUCTION OF BUSINESS AT A MEETING OF STOCKHOLDERS.  At 
an annual or special meeting of stockholders, only such business shall be 
conducted, and only such proposals shall be acted upon, as shall have been 
properly brought before an annual or special meeting of stockholders.  To be 
properly brought before an annual or special meeting of stockholders, 
business must be (1) in the case of a special meeting, specified in the 
notice of the special meeting (or any supplement thereto) given by or at the 
direction of the board of directors, or (2) in the case of an annual meeting, 
properly brought before an annual meeting by a stockholder.  For business to 
be properly brought before an annual meeting of stockholders by a 
stockholder, the stockholder must have given timely notice thereof in writing 
to the President or Secretary of the corporation.  To be timely, a 
stockholder's notice must be received at the principal executive offices of 
the corporation not less than twenty days nor more than fifty days prior to 
the date of the annual meeting, provided, however, that if less than thirty 
days' notice or prior public disclosure of the date of the annual meeting is 
made or given to stockholders, notice by the stockholder to be timely must be 
received not later than the close of business on the tenth day following the 
earlier of (1) the day on which such notice of the date of the meeting was 
mailed or (2) the day on which such public disclosure was made.

     A stockholder's notice shall set forth as to each matter the stockholder 
proposes to bring before an annual meeting of stockholders (1) a brief 
description of the business desired to be brought before the annual meeting, 
(2) the name and address, as they appear on the corporation's books, of the 
stockholder proposing such business and any other stockholders known by such 
stockholder to be supporting such proposal, (3) the class and number of 
shares of the corporation which are beneficially owned by such stockholder on 
the date of such stockholder's notice and by any other stockholders known by 
such stockholder to be supporting such proposal on the date of such 
stockholder's notice and (4) any material interest of the stockholder in such 
proposal.

     Notwithstanding anything in the bylaws to the contrary, no business 
shall be conducted at a meeting of stockholders except in accordance with the 
procedure set forth in this Section 12.  The chairman of the meeting shall, 
if the facts warrant, determine and declare to the meeting that the business 
was not properly brought before the meeting in accordance with the procedures 
described by the bylaws, and if he should so determine, he shall so declare 
to the meeting and any such business not properly brought before the meeting 
shall not be considered.

     SECTION 13.  NOMINATION OF DIRECTORS.  Only persons nominated in 
accordance with the procedures set forth in this section shall be eligible 
for election as directors.  Nominations of persons for election to the board 
may be made at a meeting of stockholders (1) by or at the direction of the 
board of directors, or (2) by any stockholder of the corporation entitled to 
vote for the election of directors at such meeting who complies with the 
notice procedures set forth in this Section 13.  Such nominations, other than 
those made by or at the direction of the board of directors, shall be made 
pursuant to timely notice in writing to the President or Secretary of the 
corporation.  To be timely, a stockholder's notice must be received at the 
principal executive offices of the corporation not less than twenty days nor 
more than fifty days prior to the date of a meeting, provided, however, that 
if fewer than thirty days notice or prior public disclosure of the date of 
the meeting is given or made to stockholders, notice by the stockholder to be 
timely must be so delivered or received not later than the close of business 
on the tenth day following the earlier of (1) the day on which such notice of 
the date of such meeting was mailed or (2) the day on which such public 
disclosure was made.

     A stockholder's notice shall set forth (1) as to each person whom the 
stockholder proposes to nominate for election or reelection as a director (a) 
the name, age, business address and residence address of such person, (b) the 
principal occupation or employment of such person, (c) the class and number 
of shares of the corporation which are beneficially owned by such person on 
the date of such stockholder's notice and (d) any other 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 


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Exchange Act of 1934, as amended (including without limitation such person's 
written consent to being named in the proxy statement as a nominee and to 
serving as a director if elected); and (2) as to the stockholder giving the 
notice (a) the name and address, as they appear on the corporation's books, 
of such stockholder and any other stockholders known by such stockholder to 
be supporting such nominees and (b) the class and number of shares of the 
corporation which are beneficially owned by such stockholder on the date of 
such stockholder's notice and by any other stockholders known by such 
stockholder to be supporting such nominees on the date of such stockholder's 
notice.

     No person shall be eligible for election as a director of the 
corporation unless nominated in accordance with procedures set forth in this 
section.  The chairman of the meeting shall, if the facts warrant, determine 
and declare to the meeting that a nomination was not made in accordance with 
the procedures prescribed by the bylaws, and if he should so determine, he 
shall so declare to the meeting and the defective nomination shall be 
disregarded.

     This Section 13 shall not apply to the election of a director to a 
directorship which may be filled by the board of directors under the Delaware 
General Corporation Law.

                                  ARTICLE III

                                   DIRECTORS

     SECTION 1.  NUMBER, CLASSIFICATION AND TERM OF OFFICE.  The number of 
directors which shall constitute the whole board shall not be less than three 
nor more than twelve.  Within the limits above specified, the number of 
directors shall be determined by resolution of the board of directors or by 
the stockholders at the annual meeting.  Commencing with the 1997 annual 
meeting of stockholders, the directors shall be divided into three classes:  
Class I, Class II and Class III.  Such classes shall be as nearly equal in 
number as possible.  The term of office of the initial Class I directors 
shall expire at the annual meeting of stockholders in 1998; the term of 
office of the initial Class II directors shall expire at the annual meeting 
of stockholders in 1999; and the term of office of the initial Class III 
directors shall expire at the annual meeting of stockholders in 2000, or 
thereafter when their respective successors in each case are elected and 
qualified.  At each annual election held after the 1997 annual meeting of 
stockholders the directors chosen to succeed those whose terms then expire 
shall be identified as being of the same class as the directors they succeed 
and shall be elected for a term expiring at the third succeeding annual 
meeting or thereafter when their respective successors in each case are 
elected and qualified.  Any director elected to a particular class by the 
stockholders or directors shall be eligible, upon resignation, to be elected 
to a different class.

     SECTION 2.  GENERAL POWERS.  The business of the corporation shall be 
managed by its board of directors, which may exercise all such powers of the 
corporation and do all such lawful acts and things as are not by statute, by 
the certificate of incorporation or by the bylaws directed or required to be 
exercised or done by the stockholders.

                      MEETINGS OF THE BOARD OF DIRECTORS

     SECTION 3.  PLACE OF MEETINGS.  The board of directors of the 
corporation may hold meetings, both regular and special, either within or 
without the State of Delaware.

     SECTION 4.  REGULAR MEETINGS.  A regular meeting of the board of 
directors shall be held without other notice than this bylaw, immediately 
after, and at the same place as, the annual meeting of 


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stockholders.  The board of directors may provide, by resolution, the time 
and place, either within or without the State of Delaware, for the holding of 
additional regular meetings without other notice than such resolution.

     SECTION 5.  SPECIAL MEETINGS.  Special meetings of the board of 
directors may be called by the president on two days notice to each director, 
either personally or by mail or by telegram; special meetings shall be called 
by the president or secretary in like manner and on like notice on the 
written request of two directors.

     SECTION 6.  QUORUM.  At all meetings of the board of directors, a 
majority of directors then in office shall constitute a quorum for the 
transaction of business and the act of a majority of the directors present at 
any meeting at which there is a quorum shall be the act of the board of 
directors, except as may be otherwise specifically provided by statute or by 
the certificate of incorporation.  If a quorum shall not be present at any 
meeting of the board of directors, the directors present thereat may adjourn 
the meeting from time to time, without notice other than announcement at the 
meeting, until a quorum shall be present.

     SECTION 7.  INFORMAL ACTION.  Unless otherwise restricted by the 
certificate of incorporation or these bylaws, any action required to be taken 
at any meeting of the board of directors or of any committee thereof may be 
taken without a meeting, if all members of the board or committee, as the 
case may be, consent thereto in writing, and the writing or writings are 
filed with the minutes of proceedings of the board or committee.

     SECTION 8.  RESIGNATIONS.  Any director of the corporation may resign at 
any time by giving written notice to the board of directors, the president, 
or the secretary of the corporation.  Such resignation shall take effect at 
the time specified therein; and, unless tendered to take effect upon 
acceptance thereof, the acceptance of such resignation shall not be necessary 
to make it effective.

     SECTION 9.  PRESUMPTION OF ASSENT.  A director of the corporation who is 
present at a meeting of the board of directors at which action on any 
corporate matter is taken shall be conclusively presumed to have assented to 
the action taken unless his dissent shall be entered in the minutes of the 
meeting or unless he shall file his written dissent to such action with the 
person acting as the secretary of the meeting before the adjournment thereof 
or shall forward such dissent by registered mail to the secretary of the 
corporation immediately after the adjournment of the meeting.  Such right to 
dissent shall not apply to a director who voted in favor of such action.

                        COMMITTEES OF DIRECTORS

     SECTION 10.  APPOINTMENT AND POWERS.  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 directors of the 
corporation.  The board may designate one or more directors as alternate 
members of any committee, who may replace any absent or disqualified member 
at any meeting of the committee.  In the absence or disqualification of a 
member of a committee, the member or members thereof present at any meeting 
and not disqualified from voting, whether the member or members constitute a 
quorum, may unanimously appoint another member of the board of directors to 
act at the 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, 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; but no such committee shall have the power 
or authority in reference to amending the certificate of incorporation, 
adopting an agreement of merger or consolidation, recommending to the 
stockholders the sale, lease or exchange of all or substantially all of the 
corporation's property and assets, recommending to the stockholders a 
dissolution of the corporation or a revocation of a 


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dissolution, or amending the bylaws of the corporation; and, unless the 
resolution so provides, no such committee shall have the power or authority 
to declare a dividend or to authorize the issuance of stock.  Such committee 
or committees shall have such name or names as may be determined from time to 
time by resolution adopted by the board of directors.

     SECTION 11.  MINUTES.  Each committee shall keep regular minutes of 
its meetings and report the same to the board of directors when required.

                     COMPENSATION OF DIRECTORS

     SECTION 12. COMPENSATION.  The board of directors shall have the 
authority to fix the compensation of directors.  The directors may be paid 
their expenses, if any, of attendance at each meeting of the board of 
directors and may be paid a fixed sum for attendance at each meeting of the 
board of directors or a stated salary as director.  No such payments shall 
preclude any director from serving the corporation in any other capacity and 
receiving compensation therefor.  Members of special or standing committees 
may be allowed like compensation for attending committee meetings.

                                ARTICLE IV

                                 NOTICES

     SECTION 1.  NOTICE.  Whenever, under the provisions of statute or of the 
certificate of incorporation or of these bylaws, notice is required to be 
given to any director or stockholder, it shall not be construed to mean 
personal notice, but such notice may be given in writing, by mail, addressed 
to such director or stockholder, at the stockholder's address as it appears 
on the records of the corporation, with postage thereon prepaid, and such 
notice shall be deemed to be given at the time when the same shall be 
deposited in the United States mail.  Notice to directors may also be given 
by telegram, telex or similar device.

     SECTION 2.  WAIVER.  Whenever any notice is required to be given under 
the provisions of statute or of the certificate of incorporation or of these 
bylaws, a waiver thereof in writing, signed by the person or persons entitled 
to said notice, whether before or after the time stated therein, shall be 
deemed equivalent thereto.

                                  ARTICLE V

                                  OFFICERS

     SECTION 1.  NUMBER AND QUALIFICATIONS.  The officers of the corporation 
shall be chosen by the board of directors and shall be a chairman, president, 
one or more vice-presidents, a secretary and a treasurer.  The board of 
directors may also choose one or more assistant secretaries and assistant 
treasurers.  Any number of offices may be held by the same person, unless the 
certificate of incorporation or these bylaws otherwise provide.

     SECTION 2.  ELECTION.  The board of directors at its first meeting after 
each annual meeting of stockholders shall choose a chairman, president, one 
or more vice-presidents, a secretary and a treasurer.


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     SECTION 3.  OTHER OFFICERS AND AGENTS.  The board of directors may 
appoint such other officers and agents as it shall deem necessary who shall 
hold their offices for such terms and shall exercise such powers and perform 
such duties as shall be determined from time to time by the board.

     SECTION 4.  SALARIES.  The salaries of all officers and agents of the 
corporation shall be fixed by the board of directors or by the chairman, 
PROVIDED that the chairman shall not fix any salary for himself or herself as 
an officer or agent of the corporation.

     SECTION 5.  TERM OF OFFICE.  The officers of the corporation shall hold 
office until their successors are chosen and qualify.  Any officer elected or 
appointed by the board of directors may be removed at any time by the 
affirmative vote of a majority of the board of directors.  Any vacancy 
occurring in any office of the corporation shall be filled by the board of 
directors.

                            THE CHAIRMAN

     SECTION 6.  CHAIRMAN.  The chairman shall preside at all meetings of the 
shareholders and of the board of directors and shall see that orders and 
resolutions of the board of directors are carried into effect.  He may sign 
bonds, mortgages, certificates for shares and all other contracts and 
documents whether or not under the seal of the corporation except in cases 
where the signing and execution thereof shall be expressly delegated by law, 
by the board of directors or by these bylaws to some other officer or agent 
of the corporation.  In the absence of the president (including a vacancy in 
such office) or in the event of his inability or refusal to act, which 
inability shall be determined by the chairman, the chairman shall perform the 
duties of the principal executive officer and, when so acting, shall have all 
the powers of the President.

                             THE PRESIDENT

     SECTION 7.  THE PRESIDENT.  The president shall be the principal 
executive officer of the corporation and shall in general supervise and 
control all of the business and affairs of the corporation, subject to the 
general powers of the board of directors.  In the absence of the chairman, he 
shall preside at all meetings of the shareholders and of the board of 
directors.  He may sign bonds, mortgages, certificates for shares and all 
other contracts and documents whether or not under seal of the corporation 
except in cases where the signing and execution thereof shall be expressly 
delegated by the board of directors or by these bylaws to some other officer 
or agent of the corporation.  In general, he shall perform all duties 
incident to the office of president and such other duties as may be 
prescribed by the board of directors from time to time.  He shall have 
general powers of supervision and shall be the final arbiter of all 
differences between officers of the corporation and his decision as to any 
matter affecting the corporation shall be final and binding as between the 
officers of the corporation subject only to the chairman and the board of 
directors.

                              THE VICE-PRESIDENT

     SECTION 8.  THE VICE-PRESIDENT.  In the absence of the chairman or the 
president or in the event of the chairman's or the president's inability or 
refusal to act, the vice-president (or in the event there be more than one 
vice-president, the vice-presidents in the order designated, or in the 
absence of any designation then in the order of their election) shall perform 
the duties of the president, and when so acting shall have all the powers of 
and be subject to all the restrictions upon the president.  The 
vice-president shall perform such other duties and have such other powers as 
the board of directors may from time to time prescribe.


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                     THE SECRETARY AND ASSISTANT SECRETARY

     SECTION 9.  THE SECRETARY.  The secretary shall attend all meetings of 
the board of directors and all meetings of the stockholders and record all 
the proceedings of the meetings of the corporation and of the board of 
directors in a book to be kept for that purpose and shall perform like duties 
for the standing committees when required.  He shall give, or cause to be 
given, notice of all meetings of the stockholders and special meetings of the 
board of directors, and shall perform such other duties as may be prescribed 
by the board of directors or president, under whose supervision the secretary 
shall be.  The secretary shall have custody of the corporate seal of the 
corporation and the secretary, or an assistant secretary, shall have 
authority to affix the same to any instrument requiring it and, when so 
affixed, it may be attested by the secretary's signature or by the signature 
of such assistant secretary.  The board of directors may give general 
authority to any other officer to affix the seal of the corporation and to 
attest the affixing by the secretary's signature.

     SECTION 10.  THE ASSISTANT SECRETARY.  The assistant secretary or, if 
there be more than one, the assistant secretaries in the order determined by 
the board of directors (or if there be no such determination, then in the 
order of their election), shall, in the absence of the secretary or in the 
event of the secretary's inability or refusal to act, perform the duties and 
exercise the powers of the secretary and shall perform such other duties and 
have such other powers as the board of directors may from time to time 
prescribe.

                THE TREASURER AND ASSISTANT TREASURER

     SECTION 11.  THE TREASURER.  The treasurer shall have custody of the 
corporate funds and securities and shall keep full and accurate accounts of 
receipts and disbursements in books belonging to the corporation and shall 
deposit all moneys and other valuable effects in the name and to the credit 
of the corporation in such depositories as may be designated by the board of 
directors.

     The treasurer shall disburse the funds of the corporation as may be 
ordered by the board of directors, taking proper vouchers for such 
disbursements, and shall render to the president and the board of directors, 
at its regular meetings, or when the board of directors so requires, an 
account of all transactions as treasurer and of the financial condition of 
the corporation.

     If required by the board of directors, the treasurer shall give the 
corporation a bond (which shall be renewed every six years) in such sum and 
with such surety or sureties as shall be satisfactory to the board of 
directors for the faithful performance of the duties of the office and for 
the restoration to the corporation, in case of the treasurer's death, 
resignation, retirement or removal from office, of all books, papers, 
vouchers, money and other property of whatever kind in the treasurer's 
possession or under the treasurer's control belonging to the corporation.

     SECTION 12.  THE ASSISTANT TREASURER.  The assistant treasurer or, if 
there shall be more than one, the assistant treasurers in the order 
determined by the board of directors (or if there be no such determination, 
then in the order of their election), shall, in the absence of the treasurer 
or in the event of the treasurer's inability or refusal to act, perform the 
duties and exercise the powers of the treasurer and shall perform such other 
duties and have such other powers as the board of directors may from time to 
time prescribe.


<PAGE>

                             ARTICLE VI

                         CERTIFICATES OF STOCK

     SECTION 1.  FORM OF CERTIFICATES.  Every holder of stock in the 
corporation shall be entitled to have a certificate, signed by, or in the 
name of the corporation by, the chairman, president or a vice-president and 
the treasurer or an assistant treasurer or the secretary or an assistant 
secretary of the corporation, certifying the number of shares owned by the 
stockholder in the corporation.  If the corporation shall be authorized to 
issue more than one class of stock or more than one series of any class, the 
powers, designations, preferences and relative, participating, optional or 
other special rights of each class of stock or series thereof and the 
qualifications, limitations or restrictions of such preferences and/or rights 
shall be set forth in full or summarized on the face or back of the 
certificate which the corporation shall issue to represent such class or 
series of stock, provided that, except as otherwise provided in Section 202 of 
Title 8 of the Delaware Code, in lieu of the foregoing requirements, there 
may be set forth on the face or back of the certificate which the corporation 
shall issue to represent such class or series of stock, a statement that the 
corporation will furnish without charge to each stockholder who so requests 
the powers, designations, preferences and relative, participating, optional 
or other special rights of each class of stock or series thereof and the 
qualifications, limitations or restrictions of such preferences and/or rights.

     SECTION 2.  FACSIMILE SIGNATURES.  Where a certificate is countersigned 
(1) by a transfer agent other than the corporation or its employee, or (2) by 
a registrar other than the corporation or its employee, any other signature 
on the certificate may be facsimile.  In case any officer, transfer agent or 
registrar who has signed or whose facsimile signature has been placed upon a 
certificate shall have ceased to be such officer, transfer agent or registrar 
before such certificate is issued, it may be issued by the corporation with 
the same effect as if such person were an officer, transfer agent or 
registrar at the date of issue.

     SECTION 3.  LOST CERTIFICATES.  The board of directors may direct that a 
new certificate or certificates be issued in place of any certificate or 
certificates theretofore issued by the corporation alleged to have been lost, 
stolen or destroyed upon the making of an affidavit of that fact by the 
person claiming the certificate of stock to be lost, stolen or destroyed.  
When authorizing such issue of a new certificate or certificates, the board 
of directors may, in its discretion and as a condition precedent to the 
issuance thereof, require the owner of such lost, stolen or destroyed 
certificate or certificates, or his legal representative, to advertise the 
same in such manner as it shall require and/or to give the corporation a bond 
in such sum as it may direct as indemnity against any claim that may be made 
against the corporation with respect to the certificate alleged to have been 
lost, stolen or destroyed.

     SECTION 4.  TRANSFER OF STOCK.  Upon surrender to the corporation or the 
transfer agent of the corporation of a certificate for shares duly endorsed 
or accompanied by proper evidence of succession, assignment or authority to 
transfer, it shall be the duty of the corporation, within a reasonable period 
of time, to issue a new certificate to the person entitled thereto, cancel 
the old certificate and record the transaction upon its books.

     SECTION 5.  REGISTERED STOCKHOLDERS.  The corporation shall be entitled 
to recognize the exclusive right of a person registered on its books as the 
owner of shares to receive dividends, and to vote as such owner, and to hold 
liable for calls and assessments a person registered on its books as the 
owner of shares, and 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 provided by the laws of Delaware.


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                                ARTICLE VII

                            GENERAL PROVISIONS

     SECTION 1. DIVIDENDS.  Dividends upon the capital stock of the 
corporation, subject to the provisions of the certificate of incorporation, 
if any, may be declared by the board of directors at any regular or special 
meeting, pursuant to law.  Dividends may be paid in cash, in property, or in 
shares of the capital stock, subject to the provisions of the certificate of 
incorporation.

     Before payment of any dividend, there may be set aside out of any funds 
of the corporation available for dividends such sum or sums as the directors 
from time to time, in their absolute discretion, think proper as a reserve or 
reserves to meet contingencies, or for equalizing dividends, or for repairing 
or maintaining any property of the corporation, or for such other purpose as 
the directors shall think conducive to the interest of the corporation, and 
the directors may modify or abolish any such reserve in the manner in which 
it was created.

     SECTION 2.  CHECKS.  All checks or demands for money and notes of the 
corporation shall be signed by such officer or officers or such other person 
or persons as the board of directors may from time to time designate.

     SECTION 3.  FISCAL YEAR.  The fiscal year of the corporation shall be 
fixed by resolution of the board of directors.

     SECTION 4.  SEAL.  The corporate seal shall have inscribed thereon the 
name of the corporation and the words "Corporate Seal, Delaware."  The seal 
may be used by causing it or a facsimile thereof to be impressed or affixed 
or reproduced or otherwise.

                               ARTICLE VIII

                                AMENDMENTS

     These bylaws may be altered, amended or repealed or new bylaws may be 
adopted by the board of directors or by the stockholders at any regular meeting 
of the board of directors or of the stockholders or at any special meeting of 
the board of directors or of the stockholders, if in the case of such special 
meeting of the stockholders notice of such alteration, amendment, repeal or 
adoption of new bylaws is contained in the notice of such special meeting.