<PAGE>

                                                                     Exhibit 3.2

                            BASIN EXPLORATION, INC.

                                Restated Bylaws
                         As Amended February 23, 2000

                                   Article I

                                    OFFICES

          The registered office of BASIN EXPLORATION, INC. (the "Corporation")
in the State of Delaware shall be in the City of Wilmington, County of New
Castle, State of Delaware.  The Corporation shall have offices at such other
places as the board of directors, in its discretion, may from time to time
determine.

                                  Article II

                                 STOCKHOLDERS

Section 1.  Annual Meetings.
            ---------------

          The annual meeting of the stockholders for the election of directors
and for the transaction of such other business as may properly come before the
meeting shall be held on such date as the board of directors shall each year
fix.  Each such annual meeting shall be held at such place, within or without
the State of Delaware, and hour as shall be determined by the board of
directors.  The day, place and hour of each annual meeting shall be specified in
the notice of such annual meeting.  Any annual meeting of stockholders may be
adjourned from time to time and place to place until its business is completed.

Section 2.  Business Conducted at Meetings.
            ------------------------------

          At an annual meeting of the stockholders, only such business shall be
conducted as shall have been properly brought before the meeting.  To be
properly brought before an annual meeting, business must be (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 business to be properly brought before
an annual meeting by a stockholder, the stockholder must have given timely
notice thereof in writing to the secretary of the Corporation.  To be timely, a
stockholder's notice must be delivered to or mailed and received at the
principal executive offices of the Corporation, not less than ninety days nor
more than one hundred twenty days prior to the meeting; provided, however, that
in the event that less than one hundred 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 date on which such notice of the
<PAGE>

date of the annual meeting was mailed or such public disclosure was made. A
stockholder's notice to the secretary shall set forth as to each matter the
stockholder proposes to bring before the annual meeting (a) a brief description
of the business desired to be brought before the annual meeting, (b) the name
and address, as they appear on the Corporation's books, of the stockholder
proposing such business, (c) the class and number of shares of the Corporation
which are beneficially owned by the stockholder, and (d) any material interest
of the stockholder in such business. Notwithstanding anything in the bylaws to
the contrary, no business shall be conducted at an annual meeting except in
accordance with the procedures set forth in this Section 2. The presiding
officer of an annual meeting shall, if the facts warrant, determine and declare
to the meeting that business was not properly brought before the meeting and in
accordance with the provisions of this Section 2, and if he should so determine,
he shall so declare to the meeting and any such business not properly brought
before the meeting shall not be transacted.

Section 3.  Special Meetings.
            ----------------

          Except as otherwise required by law or by the certificate of
incorporation and subject to the rights of the holders of any class or series of
stock having a preference over the common stock as to dividends or on
liquidation, special meetings of the stockholders may be called only by the
chairman of the board, the president and chief executive officer, or the board
of directors pursuant to a resolution approved by a majority of the entire board
of directors.  The term "entire board of directors", as used in these bylaws,
means the total number of directors which the Corporation would have if there
were no vacancies.

Section 4.  Stockholder Action:  How Taken.
            ------------------------------

          Any action required or permitted to be taken by the stockholders of
the Corporation must be effected at a duly called annual or special meeting of
such stockholders and may not be effected by any consent in writing by such
stockholders; provided, however, that at any time there are three or less
stockholders, any action required or permitted to be taken at any annual or
special meeting of stockholders of the Corporation 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 eighty percent (80%) of the votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote 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. Any such
consent may be in counterparts and shall bear the date of signature of each
stockholder who signs the consent. No such consent shall be effective to take
any action unless, within sixty days following

                                      -2-
<PAGE>

the date of the earliest signature thereon, the consent or counterparts thereof,
bearing the signatures of holders of stock having not less than eighty percent
(80%) of the votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote were present and voted to take such
action, are delivered to the Corporation by delivery to its principal place of
business or to the secretary of the Corporation. Any action taken pursuant to
such consent shall be effective as of the date of the last signature thereon
needed to make it effective unless otherwise provided in the consent. All
counterparts of such consent necessary to make it effective shall be filed with
the minutes of proceedings of the stockholders. If the action that is consented
to is such as would have required the filing of a certificate under any
provisions of the Delaware General Corporation Law if such action had been voted
upon by stockholders at a meeting, the certificate filed shall state, in lieu of
any statement concerning a vote of stockholders, that written consent has been
given in accordance with the provisions of Section 228 or any successor
provision of the Delaware General Corporation Law, and that written notice has
been given as provided in that section.

Section 5.  Notice of Meeting.
            -----------------

          Written notice stating the place, date and hour of the meeting and, in
case of a special meeting, 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, except as otherwise required by statute or the certificate
of incorporation, either personally or by mail, prepaid telegram, telex,
cablegram, or radiogram, to each stockholder of record entitled to vote at such
meeting.  If mailed, such notice shall be deemed to be given when deposited in
the United States mail, postage prepaid, addressed to the stockholder at his
address as it appears on the stock records of the Corporation.  If given
personally or otherwise than by mail, such notice shall be deemed to be given
when either handed to the stockholder or delivered to the stockholder's address
as it appears on the stock records of the Corporation.

Section 6.  Waiver.
            ------

          Attendance of a stockholder of the Corporation, either in person or by
proxy, at any meeting, whether annual or special, shall constitute a waiver of
notice of such meeting, except where a stockholder 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.  A written waiver of notice of any such meeting signed by a
stockholder or stockholders entitled to such notice, whether before, at or after
the time for notice or the time of the meeting, shall be equivalent to notice.
Neither the business to be transacted at, nor the purposes of, any meeting need
be specified in any written waiver of notice.

                                      -3-
<PAGE>

Section 7.  Voting List.
            -----------

          The secretary shall prepare and make available, 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 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 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 be produced and kept at the place of the meeting during the whole
time thereof and may be inspected by any stockholder who is present.

Section 8.  Quorum.
            ------

          Except as otherwise required by law, the certificate of incorporation
or these bylaws, the holders of not less than one-third of the shares entitled
to vote at any meeting of the stockholders, present in person or by proxy, shall
constitute a quorum, and the act of the majority of such quorum shall be deemed
the act of the stockholders.  If a quorum shall fail to attend any meeting, the
chairman of the meeting may adjourn the meeting from time to time, without
notice if the time and place are announced at the meeting, until a quorum shall
be present.  At such adjourned meeting at which a quorum is present, any
business may be transacted which might have been transacted at the original
meeting.  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.

          If a notice of any adjourned special meeting of stockholders is sent
to all stockholders entitled to vote thereat, stating that it will be held with
those present constituting a quorum, then, except as otherwise required by law,
those present at such adjourned meeting shall constitute a quorum, and all
matters shall be determined by a majority of votes cast at such meeting.

Section 9.  Record Date.
            -----------

          In order that the Corporation may determine the stockholders entitled
to notice of or to vote at any meeting, or at any adjournment of a meeting, of
stockholders; or entitled to express consent to corporate action in writing
without a meeting; 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

                                      -4-
<PAGE>

of directors may fix, in advance, a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted by
the board of directors. The record date for determining the stockholders
entitled to notice of or to vote at any meeting of the stockholders or any
adjournment thereof shall not be more than sixty nor less than ten days before
the date of such meeting. The record date for determining the stockholders
entitled to consent to corporate action in writing without a meeting shall not
be more than ten days after the date upon which the resolution fixing the record
date is adopted by the board of directors. The record date for any other action
shall not be more than sixty days prior to such action. If no record date is
fixed, (i) the record date for determining stockholders entitled to notice of or
to vote at any meeting shall be at the close of business on the day next
preceding the day on which notice is given or, if notice is waived by all
stockholders, at the close of business on the day next preceding the day on
which the meeting is held; (ii) the record date for determining stockholders
entitled to express consent to corporate action in writing without a meeting,
when no prior action by the board of directors is required, shall be the first
date on which a signed written consent setting forth the action taken or to be
taken is delivered to the Corporation and, when prior action by the board of
directors is required, shall be at the close of business on the day on which the
board of directors adopts the resolution taking such prior action; and (iii) the
record date for determining stockholders for any other purpose shall be at the
close of business on the day on which the board of directors adopts the
resolution relating to such other purpose. A determination of stockholders of
record entitled to notice of or to vote at a meeting of stockholders shall apply
to any adjournment of the meeting; provided, however, that the board of
directors may fix a new record date for the adjourned meeting.

Section 10.  Procedure.
             ---------

          The order of business and all other matters of procedure at every
meeting of the stockholders may be determined by the presiding officer.

                                  Article III

                                   DIRECTORS

Section 1.  Number, Election, and Terms.
            ---------------------------

          Except as otherwise fixed pursuant to the provisions of the
certificate of incorporation, including Article IV relating to the rights of the
holders of any class or series of stock having a preference over the common
stock as to dividends or upon liquidation to elect additional directors under
specified circumstances, the number of directors shall be fixed from time to
time exclusively by resolutions adopted by the board of

                                      -5-
<PAGE>

directors; provided, however, that the number of directors shall at no time be
less than three nor greater than twelve and further provided that no decrease in
the number of directors constituting the board of directors shall shorten the
term of any incumbent director. The directors, other than those who may be
elected by the holders of any class or series of stock having a preference over
the common stock as to dividends or upon liquidation, shall be classified with
respect to the time for which they severally hold office, into three classes, as
nearly equal in number as possible, as determined by the board of directors,
Class I to hold office initially for a term expiring at the annual meeting of
stockholders to be held during the fiscal year ending in 1993, Class II to hold
office initially for a term expiring at the annual meeting of stockholders to be
held during the fiscal year ending in 1994, and Class III to hold office
initially for a term expiring at the annual meeting of stockholders to be held
during the fiscal year ending in 1995, with the members of each class to hold
office until their successors are elected and qualified. At each annual meeting
of stockholders, the successors of the class of directors whose term expires at
that meeting shall be elected to hold office for a term expiring at the annual
meeting of stockholders held in the third year following the year of their
election.

          Subject to the rights of holders of any class or series of stock
having a preference over the common stock as to dividends or upon liquidation,
nominations for the election of directors may be made by the board of directors
or a committee appointed by the board of directors or by any stockholder
entitled to vote in the election of directors generally. However, any
stockholder entitled to vote in the election of directors generally may nominate
one or more persons for election as directors at a meeting only if written
notice of such stockholder's intent to make such nomination or nominations has
been given, either by personal delivery or by United States mail, postage
prepaid, to the secretary of the Corporation no later than (i) with respect to
an election to be held at an annual meeting of stockholders, ninety days prior
to the anniversary date of the immediately preceding annual meeting, and (ii)
with respect to an election to be held at a special meeting of stockholders for
the election of directors, the close of business on the tenth day following the
date on which notice of such meeting is first given to stockholders. Each such
notice shall set forth: (a) the name and address of the stockholder who intends
to make the nomination and of the person or persons to be nominated; (b)
representation that the stockholder is a holder of record of stock of the
Corporation entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to nominate the person or persons specified in the
notice; (c) 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; (d) such other information regarding each nominee proposed by

                                      -6-
<PAGE>

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; and (e)
the consent of each nominee to serve as a director of the Corporation if so
elected.  The presiding officer of the meeting may refuse to acknowledge the
nomination of any person not made in compliance with the foregoing procedure.

Section 2.  Newly Created Directorships and Vacancies.
            -----------------------------------------

          Except as otherwise fixed pursuant to the provisions of certificate of
incorporation, including Article IV relating to the rights of the holders of any
class or series of stock having a preference over the common stock as to
dividends or upon liquidation to elect directors under specified circumstances,
newly created directorships resulting from any increase in the number of
directors and any vacancies on the board of directors resulting from death,
resignation, disqualification, removal or other cause shall be filled solely by
the affirmative vote of a majority of the remaining directors then in office,
even though less than a quorum of the board of directors.  Any director elected
in accordance with the preceding sentence shall hold office for the remainder of
the full term of the class of directors in which the new directorship was
created or the vacancy occurred and until such director's successor shall have
been elected and qualified.

Section 3.  Regular Meetings.
            ----------------

          The first meeting of each newly elected board of directors elected at
the annual meeting of stockholders shall be held immediately after and at the
same place as, the annual meeting of the stockholders, provided a quorum is
present, and no notice of such meeting shall be necessary in order to legally
constitute the meeting.  Regular meetings of the board of directors shall be
held at such times and places as the board of directors may from time to time
determine.

Section 4.  Special Meetings.
            ----------------

          Special meetings of the board of directors may be called at any time,
at any place and for any purpose by the chairman of the executive committee, the
chairman of the board, or the president and chief executive officer, or by any
officer of the Corporation upon the request of a majority of the entire board of
directors.

Section 5.  Notice of Meetings.
            ------------------

          Notice of regular meetings of the board of directors need not be
given.

          Notice of every special meeting of the board of directors shall be
given to each director at his usual place of

                                      -7-
<PAGE>

business or at such other address as shall have been furnished by him for such
purpose. Such notice shall be properly and timely given if it is (a) deposited
in the United States mail not later than the seventh calendar day preceding the
date of the meeting, or (b) personally delivered, telecopied, telegraphed, or
communicated by telephone at least forty-eight hours before the time of the
meeting. Such notice need not include a statement of the business to be
transacted at, or the purpose of, any such meeting.

Section 6.  Waiver.
            ------

          Attendance of a director at a meeting of the board of directors shall
constitute a waiver of notice of such meeting, except where a director 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.  A written waiver of notice signed by a director or directors entitled
to such notice, whether before, at, or after the time for notice or the time of
the meeting, shall be equivalent to the giving of such notice.

Section 7.  Quorum.
            ------

          Except as may be otherwise provided by law, in the certificate of
incorporation, or in these bylaws, the presence of a majority of the entire
board of directors shall be necessary and sufficient to constitute a quorum for
the transaction of business at any meeting of the board of directors, and the
act of a majority of such quorum shall be deemed the act of the board of
directors.  Less than a quorum may adjourn any meeting of the board of directors
from time to time without notice.

Section 8.  Chairman of the Board.
            ---------------------

          The chairman of the board shall be appointed by the board of directors
and shall have such general powers and duties of supervision and management as
are usually vested in the office of chairman of the board.  He shall preside at
all meetings of the stockholders and directors at which he may be present and
shall have such other duties, powers and authority as may be prescribed
elsewhere in these bylaws.  The board of directors may delegate such other
authority and assign such additional duties to the chairman of the board, other
than those conferred by law exclusively upon the president and chief executive
officer, as it may from time to time determine.  The chairman of the board shall
hold his position at the pleasure of the board of directors and may be removed
at any time by the board of directors with or without cause.

                                      -8-
<PAGE>

Section 9.  Participation in Meetings By Telephone.
            --------------------------------------

          Members of the board of directors, or of any committee thereof, may
participate in a meeting of such board or 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 shall
constitute presence in person at such meeting.

Section 10.  Powers.
             ------

          The business, property and affairs of the Corporation shall be managed
by or under the direction of its board of directors, which shall have and may
exercise all the powers of the Corporation to do all such lawful acts and things
as are not by law, by the certificate of incorporation, or by these bylaws,
directed or required to be exercised or done by the stockholders.

Section 11.  Compensation of Directors.
             -------------------------

          Directors shall receive such compensation for their services as shall
be determined by a majority of the entire board of directors, provided that
directors who are serving the Corporation as officers or employees and who
receive compensation for their services as such officers or employees shall not
receive any salary or other compensation for their services as directors.

Section 12.  Action 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 any committee thereof may be taken without a meeting if
written consent thereto is signed by all members of the board of directors or of
such committee, as the case may be, and such written consent is filed with the
minutes of proceedings of the board or committee.  Any such consent may be in
counterparts and shall be effective on the date of the last signature thereon
unless otherwise provided therein.

                                  Article IV

                                  COMMITTEES

Section 1.  Designation of Committees.
            -------------------------

          The board of directors may establish committees for the performance of
delegated or designated functions to the extent permitted by law, each committee
to consist of one or more directors of the Corporation.  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

                                      -9-
<PAGE>

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 such absent or
disqualified member.

Section 2.  Committee Powers and Authority.
            ------------------------------

          The board of directors may provide, by resolution or by amendment to
these bylaws, that a committee may exercise all the power 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; provided, however, that a committee may not
exercise the power or authority of the board of directors in reference to
amending 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, pursuant to Article IV of the
certificate of incorporation, fix the designations and any of the preferences or
rights of shares of preferred stock relating to dividends, redemption,
dissolution, any distribution of property or assets of the Corporation, or the
conversion into, or the exchange of shares for, shares of any other class or
classes or any other series of the same or any other class or classes of stock
of the Corporation or fix the number of shares of any series of stock or
authorize the increase or decrease of the shares of any series), 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 dissolution, or amending these bylaws; and, unless the
resolution expressly so provides, no such committee shall have the power or
authority to declare a dividend or to authorize the issuance of stock.

Section 3.  Committee Procedures.  To the extent the board of directors or the
            --------------------
committee does not establish other procedures for the committee, each committee
shall be governed by the procedures established in Article III, Section 3
(except as they relate to an annual meeting of the board of directors) and
Article III, Sections 4, 5, 6, 7, 9, and 12 of these bylaws, as if the committee
were the board of directors.

                                   Article V

                                   OFFICERS

Section 1.  Number.
            ------

          The officers of the Corporation shall be appointed or elected by the
board of directors.  The officers shall be a president and chief executive
officer, such number of vice presidents as the board of directors may from time
to time determine, a secretary, and a treasurer.  Any person may hold two

                                      -10-
<PAGE>

or more offices, other than the offices of president and chief executive officer
and secretary, at the same time.

Section 2.  Additional Officers.
            -------------------

          The board of directors may appoint such other officers as it shall
deem appropriate.

Section 3.  Term of Office, Resignation.
            ---------------------------

          All officers, agents and employees of the Corporation shall hold their
respective offices or positions at the pleasure of the board of directors and
may be removed at any time by the board of directors with or without cause.  Any
officer may resign at any time by giving written notice of his resignation to
the president or to the secretary, and acceptance of such resignation shall not
be necessary to make it effective unless the notice so provides.  Any vacancy
occurring in any office shall be filled by the board of directors.

Section 4.  Duties.
            ------

          The officers of the Corporation shall perform the duties and exercise
the powers as may be assigned to them from time to time by the board of
directors or the president and chief executive officer.  In the absence of such
assignment, the officers shall have the duties and powers described in Sections
5 through 9 of this Article V.

Section 5.  President and Chief Executive Officer.
            -------------------------------------

          The president and chief executive officer shall be the chief executive
officer of the Corporation and, subject to the direction and control of the
board of directors, shall manage the business of the Corporation.  The president
and chief executive officer may execute contracts, deeds and other instruments
on behalf of the Corporation.  In the absence of the chairman of the board or in
the event of his disability, inability or refusal to act, the president and
chief executive officer shall perform the duties and exercise the power of the
chairman of the board.  The president and chief executive officer shall have
full authority on behalf of the Corporation to attend any meeting, give any
waiver, cast any vote, grant any discretionary or directed proxy to any person,
and exercise any other rights of ownership with respect to any shares of capital
stock or other securities held by the Corporation and issued by any other
corporation or with respect to any partnership, trust or similar interest held
by the Corporation.

Section 6.  Vice President.
            --------------

          Each vice president, if any, shall perform such functions as may be
prescribed by the board of directors or the president and chief executive
officer.  Upon the death,

                                      -11-
<PAGE>

disability or absence of the president and chief executive officer, the vice
president (or if more than one holds office, the vice president among those
present who has held such office for the longest continuous period, unless
another method of selection has been established by resolution of the board of
directors) shall perform the duties and exercise the powers of the president and
chief executive officer. Each vice president shall perform such other duties as
the board, the chairman of the board, or the president and chief executive
officer may from time to time prescribe or delegate to him.

Section 7.  Secretary.
            ---------

          The secretary shall give, or cause to be given, notice of all meetings
of the stockholders and, upon the request of a person entitled to call a special
meeting of the board of directors, he shall give notice of any such special
meeting.  He shall keep the minutes of all meetings of the stockholders, the
board of directors, or any committee established by the board of directors.  The
secretary shall be responsible for the maintenance of all records of the
Corporation and may attest documents on behalf of the Corporation.  The
secretary shall perform such other duties as the board, the chairman of the
board, or the president and chief executive officer may from time to time
prescribe or delegate to him.

Section 8.  Treasurer.
            ---------

          The treasurer shall be responsible for the control of the funds of the
Corporation and the custody of all securities owned by the Corporation.  The
treasurer shall perform such other duties as the board, the chairman of the
board, or the president and chief executive officer may from time to time
prescribe or delegate to him.

Section 9.  Compensation.
            ------------

          Officers shall receive such compensation, if any, for their services
as may be authorized or ratified by the board of directors.  Election or
appointment as an officer shall not of itself create a right to compensation for
services performed as such officer.

                                  Article VI

             INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES

Section 1.  Directors and Officers.
            ----------------------

          The Corporation shall indemnify to the full extent permitted by, and
in the manner permissible under, the laws of the State of Delaware, any person
who was or is a party or is threatened to be made, a party to any threatened,
pending or

                                      -12-
<PAGE>

completed action, suit, or proceeding, whether criminal, civil, administrative,
or investigative, by reason of the fact that he, is or was a director or officer
of the Corporation, or, while a director or officer of the Corporation, is or
was serving at the request of the Corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust, association,
or other enterprise, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding. The Corporation may advance
expenses (including attorneys' fees) to any such person incurred in defending
any such action, suit or proceeding upon terms and conditions, if any, deemed
appropriate by the board of directors upon receipt of an undertaking by or on
behalf of such director or officer to repay such amount if it shall ultimately
be determined that he is not entitled to be indemnified by the Corporation as
authorized by the laws of the State of Delaware.

Section 2.  Contract.
            --------

          The foregoing provisions of this Article VI shall be deemed to be a
contract between the Corporation and each director and officer who serves in
such capacity at any time while this bylaw is in effect, and any repeal or
modification thereof shall not affect any rights or obligations then existing
with respect to any state of facts then or theretofore existing or any action,
suit or proceeding theretofore or thereafter brought based in whole in part upon
any such state of facts.

          The foregoing rights of indemnification shall not be deemed exclusive
of any other rights to which any director or officer may be entitled apart from
the provisions of this Article VI.

Section 3.  Surviving Corporation.
            ---------------------

          The board of directors may provide by resolution that references to
"the Corporation" in this Article VI shall include, in addition to this
Corporation, all constituent corporations absorbed in a merger with this
Corporation so that any person who was a director or officer of such a
constituent corporation or is or was serving at the request of such constituent
corporation as a director, employee, or agent of another corporation,
partnership, joint venture, trust, association, or other entity shall stand in
the same position under the provisions of this Article VI with respect to this
Corporation as he would if he had served this Corporation in the same capacity
or is or was so serving such other entity at the request of this Corporation, as
the case may be.

Section 4.  Inurement.
            ---------

          The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article VI shall

                                      -13-
<PAGE>

continue as to a person who has ceased to be a director or officer and shall
inure to the benefit of the heirs, executors, and administrators of such person.

Section 5.  Employees and Agents.
            --------------------

          To the same extent as it may do for a director or officer, the
Corporation may indemnify and advance expenses to a person who is not and was
not a director or officer of the Corporation but who is or was an employee or
agent of the Corporation or who is or was serving at the request of the
Corporation as a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust, association, or other enterprise.

                                  Article VII

                                 CAPITAL STOCK

Section 1.  Certificates.
            ------------

          Each stockholder of the Corporation shall be entitled to a certificate
or certificates signed by or in the name of the Corporation by the chairman, the
president or a vice president, and by the treasurer, an assistant treasurer, the
secretary or an assistant secretary, certifying the number of shares of stock of
the Corporation owned by such stockholder.

Section 2.  Facsimile Signatures.
            --------------------

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

Section 3.  Registered Stockholders.
            -----------------------

          The Corporation shall be entitled to treat the holder of record of any
share or shares of stock of the Corporation as the holder in fact thereof and,
accordingly, shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it has actual or other notice thereof, except as provided by law.

Section 4.  Cancellation of Certificates.
            ----------------------------

          All certificates surrendered to the Corporation shall be cancelled
and, except in the case of lost, stolen or destroyed certificates, no new
certificates shall be issued until the former certificate or certificates for
the same number of shares of the same class of stock have been surrendered and
cancelled.

                                      -14-
<PAGE>

Section 5.  Lost, Stolen or Destroyed Certificates.
            --------------------------------------

          The board of directors may direct a new certificate or certificates to
be issued in place of any certificate or certificates theretofore issued by the
Corporation alleged to have been lost, stolen or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate or certificates
to be lost, stolen or destroyed.  In its discretion, and as a condition
precedent to the issuance of any such new certificate or certificates, the board
of directors may require that the owner of such lost, stolen or destroyed
certificate or certificates, or such person's legal representative, give the
Corporation and its transfer agent or agents, registrar or registrars a bond in
such form and amount as the board of directors may direct as indemnity against
any claim that may be made against the Corporation and its transfer agent or
agents, registrar or registrars on account of the alleged loss, theft or
destruction of any such certificate or the issuance of such new certificate.

Section 6.  Transfer of Shares.
            ------------------

          Shares of stock shall be transferable on the books of the Corporation
by the holder thereof, in person or by duly authorized attorney, upon the
surrender of the certificate or certificates representing the shares to be
transferred, properly endorsed, with such proof or guarantee of the authenticity
of the signature as the Corporation or its agents may reasonably require.

Section 7.  Transfer Agents and Registrars.
            ------------------------------

          The Corporation may have one or more transfer agents and one or more
registrars of its stock, whose respective duties the board of directors may,
from time to time, define.  No certificate of stock shall be valid until
countersigned by a transfer agent, if the Corporation shall have a transfer
agent, or until registered by the registrar, if the Corporation shall have a
registrar.  The duties of transfer agent and registrar may be combined.

                                 Article VIII

                                     SEAL

          The board of directors may adopt and provide a seal which shall be
circular in form and shall bear the name of the Corporation and the words "Seal"
and "Delaware," and which, when adopted shall constitute the corporate seal of
the Corporation.

                                      -15-
<PAGE>

                                  Article IX

                                  FISCAL YEAR

          The board of directors, by resolution, may adopt a fiscal year for the
Corporation.

                                   Article X

                                  AMENDMENTS

          Subject to the provisions of the certificate of incorporation, these
bylaws may be altered, amended or repealed at any regular meeting of the
stockholders (or at any special meeting thereof duly called for that purpose) by
a majority vote of the shares represented and entitled to vote at such meeting;
provided that in the notice of such special meeting, notice of such purpose
shall be given.  Subject to the laws of the State of Delaware, the certificate
of incorporation and these bylaws, the board of directors may, by majority vote
of those present at any meeting at which a quorum is present, amend these
bylaws, or enact such other bylaws as in their judgment may be advisable for the
regulation of the conduct of the affairs of the Corporation.


                                             /s/ Howard L. Boigon
                                             -------------------------------
                                             Secretary

                                      -16-