<PAGE>   1
                                                                     EXHIBIT 3.2




                                     BYLAWS


                                       OF


                             i2 TECHNOLOGIES, INC.


                            (A DELAWARE CORPORATION)
<PAGE>   2
                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
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<S>                <C>                                                                                                 <C>
ARTICLE I          CORPORATE OFFICES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
         1.1       REGISTERED OFFICE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
         1.2       OTHER OFFICES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1

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

         2.1       PLACE OF MEETINGS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
         2.2       ANNUAL MEETING   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
         2.3       SPECIAL MEETINGS   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
         2.4       NOTICE OF STOCKHOLDERS' MEETINGS   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2
         2.5       ADVANCE NOTICE OF STOCKHOLDER NOMINEES AND STOCKHOLDER BUSINESS  . . . . . . . . . . . . . . . . .   2
         2.6       MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE   . . . . . . . . . . . . . . . . . . . . . . . . . .   3
         2.7       QUORUM   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
         2.8       ADJOURNED MEETING; NOTICE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
         2.9       VOTING   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
         2.10      WAIVER OF NOTICE   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5
         2.11      STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING  . . . . . . . . . . . . . . . . . . . . .   5
         2.12      RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS  . . . . . . . . . . . . . . . . . . .   5
         2.13      PROXIES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
         2.14      LIST OF STOCKHOLDERS ENTITLED TO VOTE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
         2.15      CONDUCT OF BUSINESS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6

ARTICLE III        DIRECTORS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
         3.1       POWERS   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
         3.2       NUMBER OF DIRECTORS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
         3.3       ELECTION QUALIFICATION AND TERM OF OFFICE OF DIRECTORS   . . . . . . . . . . . . . . . . . . . . .   7
         3.4       RESIGNATION AND VACANCIES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
         3.5       PLACE OF MEETINGS; MEETINGS BY TELEPHONE   . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
         3.6       FIRST MEETINGS   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
         3.7       REGULAR MEETINGS   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
         3.8       SPECIAL MEETINGS; NOTICE   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
         3.9       QUORUM   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         3.10      WAIVER OF NOTICE   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         3.11      ADJOURNED MEETING; NOTICE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         3.12      CONDUCT OF BUSINESS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
</TABLE>





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<TABLE>
<S>                <C>                                                                                                 <C>
         3.13      BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING  . . . . . . . . . . . . . . . . . . . . . . . .  11
         3.14      FEES AND COMPENSATION OF DIRECTORS   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
         3.15      APPROVAL OF LOANS TO OFFICERS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
         3.16      REMOVAL OF DIRECTORS   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11

ARTICLE IV         COMMITTEES   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
         4.1       COMMITTEES OF DIRECTORS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
         4.2       COMMITTEE MINUTES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
         4.3       MEETINGS AND ACTION OF COMMITTEES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13

ARTICLE V          OFFICERS   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
         5.1       NUMBER OF OFFICERS   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
         5.2       ELECTION OF OFFICERS   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
         5.3       REMOVAL AND RESIGNATION OF OFFICERS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
         5.4       CHAIRMAN OF THE BOARD  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
         5.5       VICE CHAIRMAN OF THE BOARD   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
         5.6       CHIEF EXECUTIVE OFFICER  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
         5.7       PRESIDENTS AND VICE PRESIDENTS   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
         5.8       SECRETARY  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
         5.9       CHIEF FINANCIAL OFFICER  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
         5.10      ASSISTANT SECRETARY  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
         5.11      CONTROLLER AND ASSISTANT FINANCIAL OFFICER   . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
         5.12      AUTHORITY AND DUTIES OF OFFICERS   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16

ARTICLE VI         INDEMNITY  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
         6.1       INDEMNIFICATION OF DIRECTORS AND OFFICERS  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
         6.2       INDEMNIFICATION OF OTHERS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
         6.3       INSURANCE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17

ARTICLE VII        RECORDS AND REPORTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
         7.1       MAINTENANCE AND INSPECTION OF RECORDS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
         7.2       INSPECTION BY DIRECTORS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
         7.3       REPRESENTATION OF SHARES OF OTHER CORPORATIONS   . . . . . . . . . . . . . . . . . . . . . . . . .  18

ARTICLE VIII       GENERAL MATTERS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
         8.1       STOCK CERTIFICATES; PARTLY PAID SHARES   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
         8.2       LOST CERTIFICATES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
         8.3       CONSTRUCTION; DEFINITIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
         8.4       DIVIDENDS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
         8.5       FISCAL YEAR  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
         8.6       SEAL   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
         8.7       TRANSFER OF STOCK  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
</TABLE>





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<TABLE>
<S>                <C>                                                                                                 <C>
         8.8       STOCK TRANSFER AGREEMENTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
         8.9       REGISTERED STOCKHOLDERS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20

ARTICLE IX         AMENDMENTS   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21

ARTICLE X          DISSOLUTION  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21

ARTICLE XI         CUSTODIAN  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
         11.1      APPOINTMENT OF A CUSTODIAN IN CERTAIN CASES  . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
         11.2      DUTIES OF CUSTODIAN  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
</TABLE>





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                                     BYLAWS

                                       OF

                             i2 TECHNOLOGIES, INC.


                                   ARTICLE I

                               CORPORATE OFFICES

1.1      REGISTERED OFFICE

         The registered office of the corporation in the State of Delaware
shall be in the City of Wilmington, County of New Castle, State of Delaware.
The name of the registered agent of the corporation at such location is
Corporation Trust Company.

1.2      OTHER OFFICES

         The board of directors may at any time establish other offices at any
place or places where the corporation is qualified to do business.


                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

2.1      PLACE OF MEETINGS

         Meetings of stockholders shall be held at the principal executive
offices of the corporation, or at any other place, within or outside the State
of Delaware, designated by the board of directors.  In the absence of any such
designation, stockholders' meetings shall be held at the principal executive
offices of the corporation.

2.2      ANNUAL MEETING

         An annual meeting of stockholders shall be held for the election of
directors at such date, time and place, either within or without the State of
Delaware, as may be designated by resolution of the board of directors from
time to time.  Any other proper business may be transacted at the annual
meeting.
<PAGE>   6
2.3      SPECIAL MEETINGS

         A special meeting of the stockholders may be called at any time by the
board of directors, or by the chairman of the board, by the president or by the
chief executive officer, or by one or more stockholders holding shares in the
aggregate entitled to cast not less than ten percent of the votes at that
meeting (the "10% Stockholders"); provided that, notwithstanding the above and
any provision contained in these Bylaws to the contrary, effective upon the
closing of a public offering of the Corporation's Capital Stock pursuant to an
effective registration statement filed under the Securities Act of 1933, as
amended (a "Public Offering"), the 10% Stockholders shall no longer be entitled
to call such meeting.

         If a special meeting is called by any person or persons other than the
board of directors, the request shall be in writing, specifying the time of
such meeting and the general nature of the business proposed to be transacted,
and shall be delivered personally or sent by registered mail or by telegraphic
or other facsimile transmission to the chairman of the board, the president,
chief executive officer, or the secretary of the corporation.  No business may
be transacted at such special meeting otherwise than specified in such notice.
The officer receiving the request shall cause notice to be promptly given to
the stockholders entitled to vote, in accordance with the provisions of
Sections 2.4 and 2.5, that a meeting will be held at the time requested by the
person or persons who called the meeting, not less than thirty-five (35) nor
more than sixty (60) days after the receipt of the request.  If the notice is
not given within twenty (20) days after the receipt of the request, the person
or persons requesting the meeting may give the notice.  Nothing contained in
this paragraph of this Section 2.3 shall be construed as limiting, fixing, or
affecting the time when a meeting of stockholders called by action of the board
of directors may be held.

2.4      NOTICE OF STOCKHOLDERS' MEETINGS

         All notices of meetings with stockholders shall be in writing and
shall be sent or otherwise given in accordance with Section 2.6 of these bylaws
not less than ten (10) nor more than sixty (60) days before the date of the
meeting to each stockholder entitled to vote at such meeting.  The notice shall
specify the place, date, and hour of the meeting, and, in the case of a special
meeting, the purpose or purposes for which the meeting is called.

2.5      ADVANCE NOTICE OF STOCKHOLDER NOMINEES AND STOCKHOLDER BUSINESS

         To be properly brought before an annual meeting or special meeting,
nominations for the election of director or other business must be (a)
specified in the notice of meeting (or any supplement thereto) given by or at
the direction of the board of directors, (b) otherwise properly brought before
the meeting by or at the direction of the board of directors, or (c) otherwise
properly brought before the meeting by a stockholder.  For such nominations or
other business to be considered properly brought before the meeting by a
stockholder, such stockholder must





                                       2
<PAGE>   7
have given timely notice and in proper form of his intent to bring such
business before such meeting.  To be timely, such stockholder's notice must be
delivered to or mailed and received by the secretary of the corporation not
less than ninety (90) days prior to the meeting; provided, however, that in the
event that less than one-hundred (100) 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 received not later than the close of
business on the tenth day following the day on which such notice of the date of
the meeting was mailed or such public disclosure was made.  To be in proper
form, a stockholder's notice to the secretary shall set forth:

                  (i)     the name and address of the stockholder who intends
                  to make the nominations or propose the business and, as the
                  case may be, the name and address of the person or persons to
                  be nominated or the nature of the business to be proposed;

                  (ii)    a representation that the stockholder is a holder of
                  record of stock of the corporation entitled to vote at such
                  meeting and, if applicable, intends to appear in person or by
                  proxy at the meeting to nominate the person or persons
                  specified in the notice or introduce the business specified
                  in the notice;

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

                  (iv)    such other information regarding each nominee or each
                  matter of business to be proposed by such stockholder as
                  would be required to be included in a proxy statement filed
                  pursuant to the proxy rules of the Securities and Exchange
                  Commission had the nominee been nominated, or intended to be
                  nominated, or the matter been proposed, or intended to be
                  proposed by the board of directors; and

                  (v)     if applicable, the consent of each nominee to serve
                  as director of the corporation if so elected.

         The chairman of the meeting may refuse to acknowledge the nomination
of any person or the proposal of any business not made in compliance with the
foregoing procedure.

2.6      MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE

         Written notice of any meeting of stockholders, if mailed, is given
when deposited in the United States mail, postage prepaid, directed to the
stockholder at his address as it appears on the records of the corporation.  An
affidavit of the secretary or an assistant secretary or of the





                                       3
<PAGE>   8
transfer agent of the corporation that the notice has been given shall, in the
absence of fraud, be prima facie evidence of the facts stated therein.

2.7      QUORUM

         The holders of a majority 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.  If, however, such quorum is not present or represented at any
meeting of the stockholders, then either (i) the chairman of the meeting or
(ii) 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 is
present or represented.  At such adjourned meeting at which a quorum is present
or represented, any business may be transacted that might have been transacted
at the meeting as originally noticed.

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

2.8      ADJOURNED MEETING; NOTICE

         When a meeting is adjourned to another time or place, unless these
bylaws otherwise require, notice need not be given of the adjourned meeting if
the time and place thereof are announced at the meeting at which the
adjournment is taken.  At the adjourned meeting the corporation may transact
any business that might have been transacted at the original meeting.  If the
adjournment is for more than thirty (30) 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 vote at the
meeting.

2.9      VOTING

         The stockholders entitled to vote at any meeting of stockholders shall
be determined in accordance with the provisions of Section 2.12 and Section
2.14 of these bylaws, subject to the provisions of Sections 217 and 218 of the
General Corporation Law of Delaware (relating to voting rights of fiduciaries,
pledgors and joint owners of stock and to voting trusts and other voting
agreements).

         Except as may otherwise be provided in the certificate of
incorporation or the last paragraph of this Section 2.9, each stockholder shall
be entitled to one vote for each share of capital stock held by such
stockholder.





                                       4
<PAGE>   9
         At a stockholders' meeting at which directors are to be elected, or at
elections held under special circumstances, a stockholder shall be entitled to
cumulate votes (i.e., cast for any candidate a number of votes greater than the
number of votes which such stockholder normally is entitled to cast). Each
holder of stock of any class or series who elects to cumulate votes shall be
entitled to as many votes as equals the number of votes which (absent this
provision as to cumulative voting) he would be entitled to cast for the
election of directors with respect to his shares of stock multiplied by the
number of directors to be elected by him, and he may cast all of such votes for
a single director or may distribute them among the number to be voted for, or
for any two or more of them, as he may see fit, so long as the name of the
candidate for director shall have been placed in nomination prior to the voting
and the stockholder, or any other holder of the same class or series of stock,
has given notice at the meeting prior to the voting of the intention to
cumulate votes; provided that, except as may otherwise be provided in the
certificate of incorporation, effective upon a Public Offering the cumulative
voting rights set forth in this Section 2.9 shall terminate.

2.10     WAIVER OF NOTICE

         Whenever notice is required to be given under any provision of the
General Corporation Law of Delaware or of the certificate of incorporation or
these bylaws, a written waiver thereof, signed by the person entitled to
notice, whether before or after the time Stated therein, shall be deemed
equivalent to notice.  Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened.  Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the stockholders need be specified in any written
waiver of notice unless so required by the certificate of incorporation or
these bylaws.

2.11     STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING

         Effective upon a Public Offering, the stockholders of the corporation
may not take action by written consent without a meeting but must take any such
actions at a duly called annual or special meeting.

2.12     RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS

         In order that the corporation may determine the stockholders entitled
to notice of or to vote at any meeting of stockholders or any adjournment
thereof or entitled to express consent or dissent to corporate action in
writing without a meeting (it otherwise permitted by these bylaws and the
corporation's certificate of incorporation), or entitled to receive payment of
any dividend or other distribution or allotment of any rights or entitled to
exercise any rights in respect of any change, conversion or exchange of stock
or for the purpose of any other lawful action, the board of directors may fix,
in advance, a record date, which shall be not more than





                                       5
<PAGE>   10
sixty (60) nor less than ten (10) days before the date of such meeting, nor
more than sixty (60) days prior to any other action.

         If the board of directors does not so fix a record date, the fixing of
such record date shall be governed by the provisions of Section 213 of the
General Corporation Law of Delaware.

         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.

2.13     PROXIES

         Each stockholder entitled to vote at a meeting of stockholders or
entitled to express consent or dissent to corporate action in writing without a
meeting (if otherwise permitted by these bylaws and the corporation's
certificate of incorporation) may authorize another person or persons to act
for him by a written proxy, signed by the stockholder and filed with the
secretary of the corporation, but no such proxy shall be voted or acted upon
after three (3) years from its date, unless the proxy provides for a longer
period.  A proxy shall be deemed signed if the stockholder's name is placed on
the proxy (whether by manual signature, typewriting, telegraphic transmission
or otherwise) by the stockholder or the stockholder's attorney-in-fact.  The
revocability of a proxy that states on its face that it is irrevocable shall be
governed by the provisions of Section 212(c) of the General Corporation Law of
Delaware.

2.14     LIST OF STOCKHOLDERS ENTITLED TO VOTE

         The officer who has charge of the stock ledger of the corporation
shall prepare and make, at least ten (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 ten (10) days prior to the meeting, either at a place within
the city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place where the meeting
is to be held.  The list shall also be produced and kept at the time and place
of the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.  The stock ledger shall be the only evidence as to
who are the stockholders entitled to examine the stock ledger, the list of
stockholders or the books of the corporation, or to vote in person or by proxy
at any meeting of stockholders and of the number of shares held by each such
stockholder.

2.15     CONDUCT OF BUSINESS

         Meetings of stockholders shall be presided over by the chairman of the
board, if any, or in his absence by the president, or in his absence by a vice
president, or in the absence of the





                                       6
<PAGE>   11
foregoing persons by a chairman designated by the board of directors, or in the
absence of such designation by a chairman chosen at the meeting.  The secretary
shall act as secretary of the meeting, but in his absence the chairman of the
meeting may appoint any person to act as secretary of the meeting.  The
chairman of any meeting of stockholders shall determine the order of business
and the procedures at the meeting, including such matters as the regulation of
the manner of voting and conduct of business.


                                 ARTICLE III

                                  DIRECTORS
3.1      POWERS

         Subject to the provisions of the General Corporation Law of Delaware
and any limitations in the certificate of incorporation or these bylaws
relating to action required to be approved by the stockholders or by the
outstanding shares, the business and affairs of the corporation shall be
managed and all corporate powers shall be exercised by or under the direction
of the board of directors.

3.2      NUMBER OF DIRECTORS

         The number of directors of the corporation is fixed at three (3).  No
reduction of the authorized number of directors shall have the effect of
removing any director before that director's term of office expires.

3.3      ELECTION QUALIFICATION AND TERM OF OFFICE OF DIRECTORS

         Except as provided in Section 3.4 of these bylaws, at each annual
meeting of stockholders, directors of the corporation shall be elected to hold
office until the expiration of the term for which they are elected, and until
their successors have been duly elected and qualified; except that if any such
election shall not be so held, such election shall take place at a
stockholders' meeting called and held in accordance with the Delaware General
Corporation Law.  At the annual meeting of stockholders following a Public
Offering, the directors of the corporation shall be divided into three classes
as nearly equal in size as is practicable, hereby designated Class I, Class II
and Class III.  The term of office of the initial Class I directors shall
expire at the next succeeding annual meeting of stockholders, the term of
office of the initial Class II directors shall expire at the second succeeding
annual meeting of stockholders and the term of office of the initial Class III
directors shall expire at the third succeeding annual meeting of stockholders.
For the purposes hereof, the initial Class I, Class II and Class III directors
shall be those directors so designated and elected at the first annual meeting
of stockholders following a Public Offering.  At each annual meeting after the
annual meeting of stockholders scheduled to be held thereafter, directors to
replace those of a Class office whose terms, expire at such annual meeting
shall be elected to hold office until the third succeeding annual meeting





                                       7
<PAGE>   12
and until their respective successors shall have been duly elected and
qualified.  If the number of directors is hereafter changed, any newly created
directorships or decrease in directorships shall be so apportioned among the
classes as to make all classes as nearly equal in number as is practicable.

         Directors need not be stockholders unless so required by the
certificate of incorporation or these bylaws, wherein other qualifications for
directors may be prescribed.  Election of directors need not be by written
ballot.

3.4      RESIGNATION AND VACANCIES

         Any director may resign at any time upon written notice to the
corporation. Stockholders may remove directors with or without cause.  Any
vacancy occurring in the board of directors with or without cause may be filled
by a majority of the remaining members of the board of directors, although such
majority is less than a quorum, or by a plurality of the votes cast at a
meeting of stockholders, and each director so elected shall hold office until
the expiration of the term of office of the director whom he has replaced.

         Unless otherwise provided in the certificate of incorporation or these
bylaws:

                  (i)     Vacancies and newly created directorships resulting
         from any increase in the authorized number of directors elected by all
         of the stockholders having the right to vote as a single class may be
         filled by a majority of the directors then in office, although less
         than a quorum, or by a sole remaining director.

                  (ii)    Whenever the holders of any class or classes of stock
         or series thereof are entitled to elect one or more directors by the
         provisions of the certificate of incorporation, vacancies and newly
         created directorships of such class or classes or series may be filled
         by a majority of the directors elected by such class or classes or
         series thereof then in office, or by a sole remaining director so
         elected.

         If at any time, by reason of death or resignation or other cause, the
corporation should have no directors in office, then any officer or any
stockholder or an executor, administrator, trustee or guardian of a
stockholder, or other fiduciary entrusted with like responsibility for the
person or estate of a stockholder may apply to the Court of Chancery for a
decree summarily ordering an election as provided in Section 211 of the General
Corporation Law of Delaware.

         If, at the time of filling any vacancy or any newly created
directorship, the directors then in office constitute less than a majority of
the whole board (as constituted immediately prior to any such increase), then
the Court of Chancery may, upon application of any stockholder or stockholders
holding at least ten (10) percent of the total number of the shares at the time
outstanding having the right to vote for such directors, summarily order an
election to be held to fill any such vacancies or newly created directorships,
or to replace the directors chosen by





                                       8
<PAGE>   13
the directors then in office as aforesaid, which election shall be governed by
the provisions of Section 211 of the General Corporation Law of Delaware as far
as applicable.

3.5      PLACE OF MEETINGS; MEETINGS BY TELEPHONE

         The board of directors of the corporation may hold meetings, both
regular and special, either within or outside the State of Delaware.

         Unless otherwise restricted by the certificate of incorporation or
these bylaws, members of the board of directors, or any committee designated by
the board of directors, may participate in a meeting of the board of directors,
or any committee, by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and such participation in a meeting shall constitute presence in
person at the meeting.

3.6      FIRST MEETINGS

         The first meeting of each newly elected board of directors shall be
held at such time and place as shall be fixed by the vote of the stockholders
at the annual meeting and no notice of such meeting shall be necessary to the
newly elected directors in order legally to constitute the meeting, provided a
quorum shall be present.  In the event of the failure of the stockholders to
fix the time or place of such first meeting of the newly elected board of
directors, or in the event such meeting is not held at the time and place so
fixed by the stockholders, the meeting may be held at such time and place as
shall be specified in a notice given as hereinafter provided for special
meetings of the board of directors, or as shall be specified in a written
waiver signed by all of the directors.

3.7      REGULAR MEETINGS

         Regular meetings of the board of directors may be held without notice
at such time and at such place, within or without the State of Delaware, as
shall from time to time be determined by the board.

3.8      SPECIAL MEETINGS; NOTICE

         Special meetings of the board of directors may be held at such time
and at such place, within or without the State of Delaware, whenever called by
the chairman of the board, the president, the secretary or any two directors.

         Notice of the time and place of special meetings shall be delivered
personally or by telephone or facsimile to each director or sent by first-class
mail or telegram, charges prepaid, addressed to each director at that
director's address as it is shown on the records of the corporation.  If the
notice is mailed, it shall be deposited in the United States mail at least four





                                       9
<PAGE>   14
(4) days before the time of the holding of the meeting.  If the notice is
delivered personally or by telephone, facsimile or by telegram, it shall be
delivered personally or by telephone, facsimile or to the telegraph company at
least forty-eight (48) hours before the time of the holding of the meeting.
Any oral notice given personally or by telephone may be communicated either to
the director or to a person at the office of the director who the person giving
the notice has reason to believe will promptly communicate it to the director.
The notice need not specify the place of the meeting, if the meeting is to be
held at the principal executive office of the corporation.

3.9      QUORUM

         At all meetings of the board of directors, a majority of the number of
authorized directors 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.

3.10     WAIVER OF NOTICE

         Whenever notice is required to be given under any provision of the
General Corporation Law of Delaware or of the certificate of incorporation or
these bylaws, a written waiver thereof, signed by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice.  Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened.  Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the directors, or members of a committee of
directors, need be specified in any written waiver of notice unless so required
by the certificate of incorporation or these bylaws.

3.11     ADJOURNED MEETING; NOTICE

         If a quorum is not present at any meeting of the board of directors,
then the directors present thereat may adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum is
present.

3.12     CONDUCT OF BUSINESS

         Meetings of the board of directors shall be presided over by the
chairman of the board, if any, or in his absence by the president, or in their
absence by a chairman chosen at the meeting.  The secretary shall act as
secretary of the meeting, but in his absence the chairman of the meeting may
appoint any person to act as secretary of the meeting.  The chairman of any
meeting shall determine the order of business and the procedures at the
meeting.





                                       10
<PAGE>   15
3.13     BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING

         Unless otherwise restricted by the certificate of incorporation or
these bylaws, any action required or permitted 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.

3.14     FEES AND COMPENSATION OF DIRECTORS

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

3.15     APPROVAL OF LOANS TO OFFICERS

         The corporation may lend money to, or guarantee any obligation of, or
otherwise assist any officer or other employee of the corporation or of its
subsidiary, including any officer or employee who is a director of the
corporation or its subsidiary, whenever, in the judgment of the directors, such
loan, guaranty or assistance may reasonably be expected to benefit the
corporation.  The loan, guaranty or other assistance may be with or without
interest and may be unsecured, or secured in such manner as the board of
directors shall approve, including, without limitation, a pledge of shares of
stock of the corporation.  Nothing in this section shall be deemed to deny,
limit or restrict the powers of guaranty or warranty of the corporation at
common law or under any statute.

3.16     REMOVAL OF DIRECTORS

         Unless otherwise restricted by statute, by the certificate of
incorporation or by these bylaws, any director or the entire board of directors
may be removed, with or without cause, by the holders of a majority of the
shares then entitled to vote at an election of directors; provided, however,
that, so long as stockholders of the corporation are entitled to cumulative
voting, if less than the entire board is to be removed, no director may be
removed without cause if the votes cast against his or her removal would be
sufficient to elect him or her if then cumulatively voted at an election of the
entire Board of Directors.  If at any time a class or series of shares is
entitled to elect one or more directors, the provisions of this Article 3.16
shall apply to the vote of that class or series and not to the vote of the
outstanding shares as a whole.





                                       11
<PAGE>   16
         No reduction of the authorized number of directors shall have the
effect of removing any director prior to the expiration of such director's term
of office.


                                   ARTICLE IV

                                   COMMITTEES

4.1      COMMITTEES OF DIRECTORS

         The board of directors may, by resolution passed by a majority of the
whole board, designate one or more committees, with each committee to consist
of one or more of the directors of the corporation.  The board may designate
one or more directors as alternate members of any committee, who may replace
any absent or disqualified member at any meeting of the committee.  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 or not
he or they constitute a quorum, may unanimously appoint another member of the
board of directors to act at the meeting in the place of any such absent or
disqualified member.  Any such committee, to the extent provided in the
resolution of the board of directors or in the bylaws of the corporation, 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 that may
require it; but no such committee shall have the power or authority to (i)
amend the certificate of incorporation (except that a committee may, to the
extent authorized in the resolution or resolutions providing for the issuance
of shares of stock adopted by the board of directors as provided in Section
151(a) of the General Corporation Law of Delaware, fix any of the preferences
or rights of such shares relating to dividends, redemption, dissolution, any
distribution of assets of the corporation or the conversion into, or the
exchange of such shares for, shares or any other class or classes or any other
series of the same or any other class or classes of stock of the corporation),
(ii) adopt an agreement of merger or consolidation under Section 251 or 252 of
the General Corporation Law of Delaware, (iii) recommend to the stockholders
the sale, lease or exchange of all or substantially all of the corporation's
property and assets (iv) recommend to the stockholders a dissolution of the
corporation or a revocation of a dissolution, or (v) amend the bylaws of the
corporation; and, unless the board resolution establishing the committee, the
bylaws or the certificate of incorporation expressly so provide, no such
committee shall have the power or authority to declare a dividend, to authorize
the issuance of stock, or to adopt a certificate of ownership and merger
pursuant to Section 253 of the General Corporation Law of Delaware.

4.2      COMMITTEE MINUTES

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





                                       12
<PAGE>   17
4.3      MEETINGS AND ACTION OF COMMITTEES

         Meetings and actions of committees shall be governed by, and held and
taken in accordance with, the provisions of Article III of these bylaws,
Section 3.5 (place of meetings and meetings by telephone), Section 3.7 (regular
meetings), Section 3.8 (special meetings and notice), Section 3.9 (quorum),
Section 3.10 (waiver of notice), Section 3.11 (adjournment and notice of
adjournment), Section 3.12 (conduct of business) and Section 3.13 (action
without a meeting), with such changes in the context of those bylaws as are
necessary to substitute the committee and its members for the board of
directors and its members; provided, however, that the time of regular meetings
of committees may also be called by resolution of the board of directors and
that notice of special meetings of committees shall also be given to all
alternate members, who shall have the right to attend all meetings of the
committee.  The board of directors may adopt rules for the government of any
committee not inconsistent with the provisions of these bylaws.


                                   ARTICLE V

                                    OFFICERS

5.1      NUMBER OF OFFICERS

         The officers of the corporation shall be a chief executive officer, a
secretary and a chief financial officer.  The corporation may also have, at the
discretion of the board of directors, a chairman of the board, a vice chairman
of the board, one or more presidents of designated function, one or more vice
presidents, assistant vice presidents, assistant secretaries, controllers,
assistant financial officers, and any such other officers as may be appointed
in accordance with the provisions of Section 5.2 of these bylaws.  Any number
of offices may be held by the same person.

5.2      ELECTION OF OFFICERS

         Except as otherwise provided in this Section 5.2, the officers of the
corporation shall be chosen by the board of directors, subject to the rights,
if any, of an officer under any contract of employment.  The board of directors
may appoint, or empower the chief executive officer to appoint (whether or not
such officer is described in this Article V), such officers and agents of the
business as the corporation may require, each of whom shall hold office for
such period, have such authority, and perform such duties as are provided in
these bylaws or as the board of directors may from time to time determine.  Any
vacancy occurring in any office of the corporation shall be filled by the board
of directors or may be filled by the chief executive officer (if the chief
executive officer appointed such officer).





                                       13
<PAGE>   18
5.3      REMOVAL AND RESIGNATION OF OFFICERS

         Subject to the rights, if any, of an officer under any contract of
employment, any officer may be removed, either with or without cause, by an
affirmative vote of the majority of the board of directors at any regular or
special meeting of the board or, except in the case of an officer chosen by the
board of directors, by any officer upon whom such power of removal may be
conferred by the board of directors or, in the case of an officer appointed by
the chief executive officer, by the chief executive officer.

         Any officer may resign at any time by giving written notice to the
corporation.  Any resignation shall take effect at the date of the receipt of
that notice or at any later time specified in that notice; and, unless
otherwise specified in that notice, the acceptance of the resignation shall not
be necessary to make it effective.  Any resignation is without prejudice to the
rights, if any, of the corporation under any contract to which the officer is a
party.

5.4      CHAIRMAN OF THE BOARD

         The chairman of the board, if such an officer be elected, shall, if
present, preside at meetings of the board of directors and exercise and perform
such other powers and duties as may from time to time be assigned to him by the
board of directors or as may be prescribed by these bylaws.  If there is no
chief executive officer, then the chairman of the board shall also be the chief
executive officer of the corporation and shall have the powers and duties
prescribed in Section 5.5 of these bylaws.

5.5      VICE CHAIRMAN OF THE BOARD

         In the absence or disability of the chairman of the board, the vice
chairman of the board, if such an officer be elected, shall perform all the
duties of the chairman of the board.  The vice chairman of the board shall have
such other powers and perform such other duties as from time to time may be
prescribed by the board of directors, these bylaws or the chairman of the
board.

5.6      CHIEF EXECUTIVE OFFICER

         Subject to such supervisory powers, if any, as may be given by the
board of directors to the chairman of the board, if there be such an officer,
the chief executive officer, unless otherwise determined by the board of
directors, shall be the senior executive officer of the corporation and shall,
subject to the control of the board of directors, have general supervision,
direction, and control of the business, officers and affairs of the
corporation.  He shall preside at all meetings of the stockholders and, in the
absence or nonexistence of a chairman of the board and a vice chairman of the
board, at all meetings of the board of directors.  He shall have the general
powers and duties of management usually vested in the office of a chief
executive officer or president of a corporation and shall have such other
powers and duties as may be prescribed by the board of directors or these
bylaws.





                                       14
<PAGE>   19
5.7      PRESIDENTS AND VICE PRESIDENTS

         The board of directors may, in its discretion, designate one or more
presidents and one or more vice presidents, and furthermore, may identify in
such designation the function of such officers.  The presidents and vice
presidents, if designated, shall have such powers and perform such duties as
from time to time may be prescribed for them, respectively, by the board of
directors, these bylaws, the chief executive officer or the chairman of the
board.

5.8      SECRETARY

         The secretary shall keep or cause to be kept, at the principal
executive office of the corporation or such other place as the board of
directors may direct, a book of minutes of all meetings and actions of
directors, committees of directors, and stockholders.  The  minutes shall show
the time and place of each meeting, whether regular or special (and, if
special, how authorized and the notice given), the names of those present at
directors' meetings or committee meetings, the number of shares present or
represented at stockholders' meetings, and the proceedings thereof.

         The secretary shall keep, or cause to be kept, at the principal
executive office of the corporation or at the office of the corporation's
transfer agent or registrar, as determined by resolution of the board of
directors, a share register, or a duplicate share register, showing the names
of all stockholders and their addresses, the number and classes of shares held
by each, the number and date of certificates evidencing such shares, and the
number and date of cancellation of every certificate surrendered for
cancellation.

         The secretary shall give, or cause to be given, notice of all meetings
of the stockholders and of the board of directors required to be given by law
or by these bylaws.  He shall keep the seal of the corporation, if one to be
adopted, in a safe custody and shall have such other powers and perform such
other duties as may be prescribed by the board of directors or these bylaws.

5.9      CHIEF FINANCIAL OFFICER

         The chief financial officer shall have the general powers and duties
of management usually vested in the office of treasurer of a corporation.  The
chief financial officer shall keep and maintain, or cause to be kept and
maintained, adequate and correct books and records of accounts of the
properties and business transactions of the corporation, including accounts of
its assets, liabilities, receipts, disbursements, gains, losses, capital,
retained earnings and shares.  The books of account shall at all reasonable
times be open to inspection by any director.

         The chief financial officer shall deposit all money and other
valuables in the name and to the credit of the corporation with such
depositories as may be designated by the board of directors.  He shall disburse
the funds of the corporation as may be ordered by the board of directors, shall
render to the chief executive officer and directors, whenever they request it,
an





                                       15
<PAGE>   20
account of all of his transactions as chief financial officer and of the
financial condition and affairs of the corporation, and shall have such other
powers and perform such other duties as may be prescribed by the board of
directors or these bylaws.

5.10     ASSISTANT SECRETARY

         The assistant secretary, or, if there is more than one, the assistant
secretaries in the order determined by the stockholders or 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 his or her 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 or the stockholders may from time to time prescribe.

5.11     CONTROLLER AND ASSISTANT FINANCIAL OFFICER

         The controller or other assistant financial officer, or, if there is
more than one, the controllers and assistant financial officers, in the order
determined by the stockholders or the board of directors (or if there be no
such determination, then in the order of their election), shall, in the absence
of the chief financial officer or in the event of his or her inability or
refusal to act, perform the duties and exercise the powers of the chief
financial officer and shall perform such other duties and have such other
powers as the board of directors, the stockholders, the chief executive officer
or the chief financial officer may from time to time prescribe.

5.12     AUTHORITY AND DUTIES OF OFFICERS

         In addition to the foregoing authority and duties, all officers of the
corporation shall respectively have such authority and perform such duties in
the management of the business of the corporation as may be designated from
time to time by the board of directors or the stockholders.


                                   ARTICLE VI

                                   INDEMNITY

6.1      INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The corporation shall, to the maximum extent and in the manner
permitted by the General Corporation Law of Delaware, indemnify each of its
directors and officers against expenses (including attorneys' fees), judgments,
fines, settlements, and other amounts actually and reasonably incurred in
connection with any proceedings, arising by reason of the fact that such person
is or was an agent of the corporation.  For purposes of this Section 6.1, a
"director" or "officer" of the corporation includes any person (i) who is or
was a director or officer of the





                                       16
<PAGE>   21
corporation, (ii) who is or was serving at the request of the corporation as a
director or officer of another corporation, partnership,  joint venture, trust
or other enterprise, including, without limitation, any direct or indirect
subsidiary of the corporation, or (iii) who was a director or officer of a
corporation which was a predecessor corporation of the corporation or of
another enterprise at the request of such predecessor corporation.

6.2      INDEMNIFICATION OF OTHERS

         The corporation shall have the power, to the extent and in the manner
permitted by the General Corporation law of Delaware, to indemnify each of its
employees and agents (other than directors and officers) against expenses
(including attorneys' fees), judgments, fines, settlements, and other amounts
actually and reasonably incurred in connection with any proceedings, arising by
reason of the fact that such person is or was an agent of the corporation.  For
purposes of this Section 6.2, an "employee" or "agent" of the corporation
(other than a director or officer) includes any person (i) who is or was an
employee or agent of the corporation, (ii) who is or was serving at the request
of the corporation as an employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, including, without limitation, any
direct or indirect subsidiary of the corporation, or (iii) who was an employee
or agent of a corporation which was a predecessor corporation of the
corporation or of another enterprise at the request of such predecessor
corporation.

6.3      INSURANCE

         The corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against him and incurred by him
in any such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability under
the provisions of the General Corporation Law of Delaware.


                                  ARTICLE VII

                              RECORDS AND REPORTS

7.1      MAINTENANCE AND INSPECTION OF RECORDS

         The corporation shall, either at its principal executive office or at
such place or places as designated by the board of directors, keep a record of
its stockholders listing their names and addresses and the number and class of
shares held by each stockholder, a copy of these bylaws as amended to date,
accounting books, and other records.





                                       17
<PAGE>   22
         Any stockholder of record, in person or by attorney or other agent,
shall, upon written demand under oath stating the purpose thereof, have the
right during the usual hours for business to inspect for any proper purpose the
corporation's stock ledger, a list of its stockholders, and its other books and
records and to make copies or extracts therefrom.  A proper purpose shall mean
a purpose reasonably related to such person's interest as a stockholder.  In
every instance where an attorney or other agent is the person who seeks the
right to inspection, the demand under oath shall be accompanied by a power of
attorney or such other writing that authorizes the attorney or other agent to
so act on behalf of the stockholder.  The demand under oath shall be directed
to the corporation at its registered office in Delaware or at its principal
place of business.

7.2      INSPECTION BY DIRECTORS

         Any director shall have the right to examine the corporation's stock
ledger, a list of its stockholders, and its other books and records for a
purpose reasonably related to his position as a director.  The Court of
Chancery is hereby vested with the exclusive jurisdiction to determine whether
a director is entitled to the inspection sought.  The Court may summarily order
the corporation to permit the director to inspect any and all books and
records, the stock ledger, and the stock list and to make copies or extracts
therefrom.  The Court may, in its discretion, prescribe any limitations or
conditions with reference to the inspection, or aware such other and further
relief as the Court may deem just and proper.

7.3      REPRESENTATION OF SHARES OF OTHER CORPORATIONS

         The chairman of the board, the president, any vice president, the
treasurer, the secretary or assistant secretary of this corporation, or any
other person authorized by the board of directors or the president or a vice
president, is authorized to vote, represent and exercise on behalf of this
corporation all rights incident to any and all shares of any other corporation
or corporations standing in the name of this corporation.  The authority
granted herein may be exercised either by such person directly or by any other
person authorized to do so by proxy or power of attorney duly executed by such
person having the authority.


                                  ARTICLE VIII

                                GENERAL MATTERS

8.1      STOCK CERTIFICATES; PARTLY PAID SHARES

         The shares of a corporation shall be represented by certificates,
provided that the board of directors of the corporation may provide by
resolution or resolutions that some or all of any or all classes or series of
its stock shall be uncertificated shares.  Any such resolution shall not apply
to shares represented by a certificate until such certificate is surrendered to
the





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corporation.  Notwithstanding the adoption of such a resolution by the board of
directors, every holder of stock represented by certificates and, upon request,
every holder of uncertificated shares, shall be entitled to have a certificate
signed by, or in the name of the corporation by the chairman or vice-chairman
of the board of directors, or the president or vice-president, and by the
treasurer or an assistant treasurer, or the secretary or an assistant secretary
of such corporation representing the number of shares registered in certificate
form.  Any or all of the signatures on the certificate may be a facsimile.  In
case any officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon a certificate has ceased to be such officer,
transfer agent or registrar before such certificate is issued, it may be issued
by the corporation with the same effect as if he were such officer, transfer
agent or registrar at the date of issue.

         The corporation may issue the whole or any part of its shares as
partly paid and subject to call for the remainder of the consideration to be
paid therefor.  Upon the face or back of each stock certificate issued to
represent any such partly paid shares, or upon the books and records of the
corporation in the case of uncertificated partly paid shares, the total amount
of the consideration to be paid therefore and the amount paid thereon shall be
stated.  Upon the declaration of any dividend on fully paid shares, the
corporation shall declare a dividend upon partly paid shares of the same class,
but only upon the basis of the percentage of the consideration actually paid
thereon.

8.2      LOST CERTIFICATES

         Except as provided in this Section 8.2, no new certificates for shares
shall be issued to replace a previously issued certificate unless the latter is
surrendered to the corporation and cancelled at the same time.  The corporation
may issue a new certificate of stock or uncertificated shares in the place of
any certificate theretofore issued by it, alleged to have been lost, stolen or
destroyed, and the corporation may require the owner of the lost, stolen or
destroyed certificate, or his legal representative, to give the corporation a
bond sufficient to indemnify it against any claims that may be made against it
on account of the alleged loss, theft or destruction of any such certificate or
the issuance of such new certificate or uncertificated shares.

8.3      CONSTRUCTION; DEFINITIONS

         Unless the context requires otherwise, the general provisions, rules
of construction, and definitions in the Delaware General Corporation Law shall
govern the construction of these bylaws.  Without limiting the generality of
this provision, the singular number includes the plural, the plural number
includes the singular, and the term "person" includes both a corporation and a
natural person.





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8.4      DIVIDENDS

         The directors of the corporation, subject to any restrictions
contained in the certificate of incorporation, may declare and pay dividends
upon the shares of its capital stock pursuant to the General Corporation Law of
Delaware.  Dividends may be paid in cash, in property, or in shares of the
corporation's capital stock.

         The directors of the corporation may set apart out of any of the funds
of the corporation available for dividends a reserve or reserves for any proper
purpose and may abolish any such reserve.

8.5      FISCAL YEAR

         The fiscal year of the corporation shall be fixed by resolution of the
board of directors and may be changed by the board of directors.

8.6      SEAL

         The corporation may adopt a corporate seal, which may be altered at
pleasure, and may use the same by causing it or a facsimile thereof to be
impressed or affixed or in any other manner reproduced.

8.7      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, assignation or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate, and record the transaction in its books.

8.8      STOCK TRANSFER AGREEMENTS

         The corporation shall have power to enter into and perform any
agreement with any number of stockholders of any one or more classes of stock
of the corporation to restrict the transfer of shares of stock of the
corporation of any one or more classes owned by such stockholders in any manner
not prohibited by the General Corporation Law of Delaware.

8.9      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, shall be entitled to hold liable for calls and
assessments the 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





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share or shares on the part of another person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.


                                   ARTICLE IX

                                   AMENDMENTS

         The original or other bylaws of the corporation may be adopted,
amended or repealed by the stockholders entitled to vote; provided, however,
that the corporation may, in its certificate of incorporation, confer the power
to adopt, amend or repeal bylaws upon the directors.  The fact that such power
has been so conferred upon the directors shall not divest the stockholders of
the power, nor limit their power to adopt, amend or repeal bylaws.

         Notwithstanding any other provision of these bylaws or any provision
of law which might otherwise permit a lesser vote or no vote, but in addition
to any affirmative vote of the holders of the capital stock required by law or
by these bylaws, the affirmative vote of at least two-thirds (2/3) of the
combined voting power of all of the then- outstanding shares of the corporation
entitled to vote shall be required to alter, amend or repeal Article II,
Section 2.9 or Section 2.11 of these bylaws or this Article IX or any provision
thereof, or to add or amend any other bylaw in order to change or nullify the
effect of such provisions, unless such amendment shall be approved by a
majority of the directors of the corporation not affiliated or associated with
any person or entity holding (or which has announced an intent to obtain) 26%
or more of the voting power of the corporation's outstanding capital stock.


                                   ARTICLE X

                                  DISSOLUTION

         If it should be deemed advisable in the judgment of the board of
directors of the corporation that the corporation should be dissolved, the
board, after the adoption of a resolution to that effect by a majority of the
whole board at any meeting called for that purpose, shall cause notice to be
mailed to each stockholder entitled to vote thereon of the adoption of the
resolution and of a meeting of stockholders to take action upon the resolution.

         At the meeting a vote shall be taken for and against the proposed
dissolution.  If a majority of the outstanding stock of the corporation
entitled to vote thereon votes for the proposed dissolution, then a certificate
stating that the dissolution has been authorized in accordance with the
provisions of Section 275 of the General Corporation Law of Delaware and
setting forth the names and residences of the directors and officers shall be
executed, acknowledged, and filed and shall become effective in accordance with
Section 103 of the General Corporation Law of Delaware.  Upon such
certificate's becoming effective in





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accordance with Section 103 of the General Corporation Law of Delaware, the
corporation shall be dissolved.


                                   ARTICLE XI

                                   CUSTODIAN

11.1     APPOINTMENT OF A CUSTODIAN IN CERTAIN CASES

         The Court of Chancery, upon application of any stockholder, may
appoint one or more persons to be custodians and, if the corporation is
insolvent, to be receivers, of and for the corporation when:

                  (i)     at any meeting held for the election of directors the
         stockholders are so divided that they have failed to elect successors
         to directors whose terms have expired or would have expired upon
         qualification of their successors; or

                  (ii)    the business of the corporation is suffering or is
         threatened with irreparable injury because the directors are so
         divided respecting the management of the affairs of the corporation
         that the required vote for action by the board of directors cannot be
         obtained and the stockholders are unable to terminate this division;
         or

                  (iii)   the corporation has abandoned its business and has
         failed within a reasonable time to take steps to dissolve, liquidate
         or distribute its assets.

11.2     DUTIES OF CUSTODIAN

         The custodian shall have all the powers and title of a receiver
appointed under Section 291 of the General Corporation Law of Delaware, but the
authority of the custodian shall be to continue the business of the corporation
and not to liquidate its affairs and distribute its assets, except when the
Court of Chancery otherwise orders and except in cases arising under Sections
226(a)(3) or 352(a)(2) of the General Corporation Law of Delaware.





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<PAGE>   27


                             i2 TECHNOLOGIES, INC.

                              Amendment to Bylaws
                          Effective as of May 14, 1997



         Article III, Section 3.2 of the Bylaws of i2 Technologies, Inc. shall
be amended in its entirety to read as follows:



                 "3.2     NUMBER OF DIRECTORS

                          The number of directors of the corporation is fixed
                 at five (5).  No reduction of the authorized number of
                 directors shall have the effect of removing any director
                 before that director's term of office expires."