Exhibit 3.2

                                     BYLAWS
                                       OF
                               OREGON STEEL MILLS
                   (As amended and restated April 29, 1993 and
                    amended July 30, 1998 and July 29, 1999)

                                  STOCKHOLDERS

1. Annual Meeting. Unless the Board of Directors or the President of the
   --------------
corporation selects a different time and date which shall be no later than the
end of the fifth month following the close of the corporation's fiscal year, the
annual meeting shall be held at 11:00 a.m. on the first Tuesday of the fifth
month following the end of the corporation's fiscal year. The annual meeting
shall be for the purpose of electing that class of the Board of Directors whose
term has expired to serve until the third annual meeting following their
election in accordance with the Restated Certificate of Incorporation and until
their successors are elected and of transacting such other business as may
properly be brought before the meeting.

   1.1  Business To Be Conducted At Annual Meeting. At an annual meeting of
        ------------------------------------------
stockholders, only such business shall be conducted as shall have been brought
before the meeting (i) pursuant to the corporation's notice of the meeting,
(ii) by or at the direction of the Board (or any duly organized committee
thereof), or (iii) by any stockholder of the corporation who is a stockholder
of record on the date of giving of the notice provided for in this Section 1.1
and on the record date for the determination of stockholders entitled to vote at
such meeting and who has complied with the notice procedures set forth in this
Section 1.1.

        1.1.1  In addition to any other applicable requirements, including but
not limited to rules promulgated by the Securities and Exchange Commission, for
business to be properly brought before an annual meeting by a stockholder, such
business must be a proper matter for stockholder action under the general
corporation law of the state of Delaware and the

                                      -1-

<PAGE>

proposing stockholder must have given timely notice in proper written
form to the Secretary, which notice is not withdrawn by such stockholder at or
prior to such annual meeting.

        1.1.2  To be timely, a stockholder's notice must be received by the
Secretary at the principal executive offices of the corporation, not less than
120 days nor more than 150 days prior to the first anniversary date of the proxy
statement for the preceding year's annual meeting of stockholders; PROVIDED,
HOWEVER, that in the event that the annual meeting is called for a date that is
not within 30 days before or after the anniversary date of the previous year's
annual meeting, notice by the stockholder in order to be timely must be received
not less than a reasonable time, as determined by the Board of Directors, prior
to the date of the annual meeting.

        1.1.3  To be in proper written form, such stockholder's notice must set
forth as to each matter the stockholder proposes to bring before the annual
meeting (i) a brief description of the business desired to be brought before the
annual meeting and the reasons for conducting such business at such meeting;
(ii) the name and address, as they appear on the corporation's books, of the
stockholder proposing such business, and the name and address of the beneficial
owner, if any, on whose behalf the proposal is made; (iii) the class, series and
the number of shares of the corporation's stock which are beneficially owned by
such stockholder, and the beneficial owner, if any, on whose behalf the proposal
is made; (iv) a description of all arrangements or understandings between such
stockholder or beneficial owner and any other person or persons (including their
names) in connection with the proposal of such business by such stockholder or
beneficial owner and any material interest of the stockholder, and of the
beneficial owner, if any, on whose behalf the proposal is made, in such
business; and (v) a

                                      -2-
<PAGE>


representation that such stockholder or beneficial owner intends to appear in
person or by proxy at the annual meeting to bring such business before the
meeting.

        1.1.4  Notwithstanding anything in these Bylaws to the contrary, no
business shall be conducted at an annual meeting except in accordance  with
the  procedures  set forth in this  Section  1.1.  The Board of  Directors  will
determine,  in its sole discretion,  whether a stockholder has complied with the
provisions of this Section 1.1.

   1.2  Nomination of Directors.  Only persons who are nominated in accordance
        -----------------------
with the following  procedures  shall be eligible for election as directors
of the  corporation,  except  as  may be  otherwise  expressly  provided  in the
Certificate of  Incorporation  of the  corporation  with respect to the right of
holders of preferred  stock of the corporation to nominate and elect a specified
number of  directors  in  certain  circumstances.  Nominations  of  persons  for
election to the Board may be made at any annual meeting of  stockholder:  (i) by
or at the direction of the Board (or any duly authorized  committee  thereof) or
(ii) by any stockholder of the corporation who is a stockholder of record on the
date of the giving of the notice  provided  for in this  Section  1.2 and on the
record  date for the  determination  of  stockholders  entitled  to vote at such
meeting and who complies  with the notice  procedures  set forth in this Section
1.2.

        1.2.1  In addition to any other applicable requirements, for a
nomination to be made by a stockholder,  such stockholder must have given timely
notice thereof in proper written form to the Secretary of the corporation.

        1.2.2 To be timely, a stockholder's notice must be received by the
Secretary at the principal  executive offices of the corporation,  not less than
120 days nor more than 150 days prior to the first anniversary date of the proxy
statement for the preceding  year's annual  meeting of  stockholders;  PROVIDED,
HOWEVER, that in the event that the annual

                                      -3-
<PAGE>


meeting  is  called  for a date that is not  within 30 days  before or after the
anniversary  date  of  the  previous  year's  annual  meeting,   notice  by  the
stockholder  in order to be timely must be received  not less than a  reasonable
time, as  determined by the Board of Directors,  prior to the date of the annual
meeting.

        1.2.3  To be in proper written form, a stockholder's notice to the
Secretary must set forth (i) as to each person whom the stockholder  proposes to
nominate  for  election as a director (A) the name,  age,  business  address and
residence address of the person,  (B) the principal  occupation or employment of
the person,  (C) the class,  series and the number of shares of capital stock of
the corporation which are owned  beneficially or of record by the person and (D)
any other  information  relating  to the  person  that would be  required  to be
disclosed  in a  proxy  statement  or  other  filings  required  to be  made  in
connection with  solicitations of proxies for election of directors  pursuant to
Section 14 of the  Securities  Exchange Act of 1934,  as amended (the  "Exchange
Act"), and the rules and regulations promulgated thereunder;  and (ii) as to the
stockholder  giving  the  notice or the  beneficial  owner on whose  behalf  the
nomination is made, (A) the name and address of such  stockholder as they appear
on the corporation's  books, (B) the class or series and the number of shares of
the  corporation's  stock which are  beneficially  owned by such  stockholder or
beneficial  owner,  (C) a  description  of all  arrangements  or  understandings
between such  stockholder or beneficial  owner and each proposed nominee and any
other  person  or  persons   (including  their  names)  pursuant  to  which  the
nomination(s)  are to be made by such  stockholder  or beneficial  owner,  (D) a
representation  that such  stockholder or beneficial  owner intends to appear in
person or by proxy at the meeting to nominate  the persons  named in its notice,
and (E) any other  information  relating to such stockholder or beneficial owner
that would be required to be  disclosed in a proxy  statement  or other  filings
required to be made in connection

                                      -4-
<PAGE>


with
solicitations of proxies for election of directors pursuant to Section 14 of the
Exchange Act and the rules and regulations promulgated thereunder. Such notice
must be accompanied by a written consent of each proposed nominee to being named
as a nominee and to serve as a director if elected.

        1.2.4 No person shall be eligible for election as a director of the
corporation unless nominated in accordance with the procedures set forth in this
Section 1.2.  The Board of Directors  will  determine,  in its sole  discretion,
whether a stockholder has complied with the provisions of this Section 1.2.

   1.3 Rules of Conduct.  The Board of Directors of the corporation shall be
       ----------------
entitled  to make such  rules or  regulations  for the  conduct of  meetings  of
stockholders as it shall deem necessary,  appropriate or convenient.  Subject to
such rules and  regulations  of the Board,  if any,  the chairman of the meeting
shall have the right and  authority to  prescribe  such rules,  regulations  and
procedures  and to do all such acts as, in the  judgment of such  chairman,  are
necessary,  appropriate  or  convenient  for the proper  conduct of the meeting,
including,  without limitation,  establishing an agenda or order of business for
the meeting,  rules and procedures for maintaining  order at the meeting and the
safety  of those  present,  limitations  on  participation  in such  meeting  to
stockholders  of  record  of the  corporation  and  their  duly  authorized  and
constituted  proxies,  and such other  persons  as the  chairman  shall  permit,
restrictions  on entry to the meeting after the time fixed for the  commencement
thereof,   limitations  on  the  time  allotted  to  questions  or  comments  by
participants  and  regulation  of the  opening  and  closing  of the  polls  for
balloting  on  matters  which are to be voted on by ballot.  Unless,  and to the
extent,  determined  by the Board or the  chairman of the  meeting,  meetings of
stockholders  shall  not be  required  to be held in  accordance  with  rules of
parliamentary procedure.

                                      -5-
<PAGE>


   2.  Special Meeting. Special meetings of the stockholders, for any purpose
       ---------------
whatsoever, may be called at any time by the
President or by the Board of Directors, or by one or more stockholders holdings
not less than one-fifth of the voting power of the corporation.

   3. Place. All meetings of stockholders shall be held at the principal office
      -----
of the  corporation  or at any place,  within or without the State of  Delaware,
which may be designated by the Board of Directors.  Any meeting of  stockholders
may be held at such place as shall be stated in a written consent thereto of all
the persons  entitled to vote thereat,  given either before or after the meeting
and filed with the Secretary of the corporation.

   4. Notice.  A notice of each annual or special meeting of the stockholders
      ------
shall be given in writing by the Secretary or an Assistant Secretary, or, in the
case of such person's  neglect or refusal,  by any director or stockholder,  and
shall specify the place,  the day and the hour of the meeting,  and, in the case
of special  meetings,  the purpose or purposes  for which the meeting is called.
Notice  that  action to be taken on any of the  following  matters  must also be
given for any meeting, whether regular or special upon at least 20 days' notice:
sell, lease or exchange all or substantially all of the corporation's  assets or
merge or  consolidate  with another  corporation.  Notice shall be given to each
person  entitled  to vote not less  than 10 nor more  than 60 days  before  such
meeting,  either by personal  delivery  or by sending a copy  thereof by mail or
other means of written  communication,  charges prepaid, to the person's address
appearing  on the books of the  corporation  or  supplied  by the  person to the
corporation  for the purpose of notice.  If any stockholder has failed to supply
an  address,  notice is duly given to the  stockholder  if sent by mail or other
means of written communication addressed to the place where the principal office
of the  corporation  is  situated or if  published  at least once in a newspaper
having  general  circulation  in the  county  in which the  principal  office is
located. Business transacted at all special meetings shall

                                      -6-
<PAGE>


be confined to the objects stated in the notice. When a meeting is adjourned for
less than 30 days,  it is not  necessary  to give  notice of the time,  place or
business to be transacted  except by  announcement  at the time  adjournment  is
taken.  When a meeting is adjourned for 30 days or more, notice of the adjourned
meeting shall be given as in the case of an original meeting.

    5. Meeting Without Regular Call and Notice. The transactions at any meeting
       ---------------------------------------
of stockholders, however called and noticed, are as valid as though had
at a meeting duly held after regular call and notice if a quorum be present in
person or by proxy and if, either before or after the meeting, each of the
persons entitled to vote, not so present at the meeting in person or by proxy,
signs a written waiver of notice or a consent to the holding of the meeting or
an approval of the minutes thereof.

    6. Quorum.  The presence in person or by proxy of the persons entitled to
       ------
vote a majority of the voting shares at any meeting constitutes a quorum for the
transaction  of  business.  No business  may be  transacted  at a meeting in the
absence of a quorum, except that if a quorum is present at the commencement of a
meeting,  business  may be  transacted  until it is  adjourned  even  though the
withdrawal of  stockholders  leaves less than a quorum  present.  If a quorum is
present at the commencement of a meeting,  the affirmative vote of a majority of
the shares of stock that  continue to be  represented  at the  meeting  prior to
adjournment  shall be the act of the  stockholders  unless  the vote of a larger
number is required by law,  the Restated  Certificate  of  Incorporation  or the
Bylaws.

    7. Adjourned Meetings.  Any meeting of stockholders, whether or not a quorum
       ------------------
is present, may be adjourned from time to time by the vote of a majority of the
shares represented thereat.

                                      -7-
<PAGE>


    8. Proxies.  A proxy, in order to be valid at any meeting, shall have been
       -------
executed within
three years prior to the meeting, unless the person executing it specifies
therein the length of time for which it is to continue in force, in which case
the proxy shall be valid until the expiration of such time. A proxy is revoked
when an instrument revoking it, or a later dated proxy, is filed with the
Secretary of the corporation. All proxies shall be in writing, executed by the
person entitled to vote or by the person's duly authorized attorney and
delivered to the Secretary of the corporation.

    9.  Voting. At every meeting of the stockholders, every person in whose name
        ------
shares  entitled to vote stand on the stock  records of the  corporation  on the
date fixed for closing the books against transfers, or the record date fixed for
the  determination of the  stockholders  entitled to vote at such meeting or, if
there be no such date so fixed, then on the day three days prior to the meeting,
shall be  entitled to one vote for each of said  shares.  Upon the demand of any
stockholder made before the voting begins, the election of directors shall be by
ballot.

    10. Voting Procedures and Inspectors of Elections.
        ---------------------------------------------
        (a) The corporation shall, in advance of any meeting of stockholders,
appoint one or more  inspectors to act at the meeting and make a written  report
thereof.  The  corporation  may  designate  one or  more  persons  as  alternate
inspectors  to  replace  any  inspector  who fails to act.  If no  inspector  or
alternate is able to act at a meeting of  stockholders,  the person presiding at
the meeting  shall appoint one or more  inspectors  to act at the meeting.  Each
inspector,  before entering upon the discharge of his or her duties,  shall take
and sign an oath  faithfully  to execute  the duties of  inspector  with  strict
impartiality and according to the best of his or her ability.

        (b) The inspectors shall (i) ascertain the number of shares outstanding
and the voting power of each, (ii) determine the shares represented at a meeting
and the validity of

                                      -8-
<PAGE>

proxies and ballots, (iii) count all votes and ballots, (iv) determine and
retain for a reasonable period a record of the disposition of any
challenges made to any determination by the inspectors, and (v) certify their
determination of the number of shares represented at the meeting, and their
count of all votes and ballots. The inspectors may appoint or retain other
persons or entities to assist the inspectors in the performance of the duties of
the inspectors.

        (c)  The date and time of the opening and the closing of the
polls for each matter upon which the stockholders will vote at a meeting shall
be announced at the meeting. No ballot, proxies or votes, nor any revocations
thereof or changes thereto, shall be accepted by the inspectors after the
closing of the polls unless the Court of Chancery upon application by a
stockholder shall determine otherwise.

        (d)  In determining the validity and counting of proxies and ballots,
the inspectors shall be limited to an examination of the proxies, any envelopes
submitted with those proxies, any information provided in accordance with
Section 212(c)(2) of the Delaware General Corporation Law, ballots and the
regular books and records of the corporation, except that the inspectors may
consider other reliable information for the limited purpose of reconciling
proxies and ballots submitted by or on behalf of banks, brokers, their nominees
or similar persons which represent more votes than the holder of a proxy is
authorized by the record owner to cast or more votes than the stockholder holds
of record. If the inspectors consider other reliable information for the limited
purpose permitted herein, the inspectors at the time they make their
certification pursuant to subsection (b)(v) of this section shall specify the
precise information considered by them including the person or persons from whom
they obtained the information, when the information was obtained, the means by
which the information was obtained and the basis for the inspectors' belief that
such information is accurate and reliable.

                                      -9-
<PAGE>

        (e) Confidential Voting.

            (1)  All proxies, ballots, consents, and voting tabulations
that identify the vote of a particular stockholder or benefit plan participant
will be held in confidence by the independent tabulators and by the inspectors
of election and will not be disclosed to any other person, including the
corporation and its directors, officers, and employees, except as follows:

                 (i)  as necessary to meet legal requirements or to pursue or
defend legal or regulatory actions; or

                 (ii) to allow the inspectors of election to certify the
results of the vote; or

                 (iii) when expressly authorized by a stockholder or benefit
plan participant; or

                 (iv) in the event of a contested election for the Board of
Directors or contested proxy/consent solicitation; or

                 (v) if a bona fide dispute exists regarding the authenticity
of any proxy card or ballot or the accuracy of any tabulation of votes.

        However, the disclosure of any comments or other information written on
any proxy card, consent or ballot without reference to the vote of
the stockholder is permitted, except where such vote is included in, and
necessary to an understanding of, such written material.

            (2) This paragraph 10(e) may only be amended or repealed by the
approval of the holders of a
majority of votes cast at any duly called meeting where the matter is
considered.

    11. List of Stockholders.  The officer who has charge of the stock ledger
        --------------------
of the corporation shall prepare and make, at least ten days before every
meeting of stockholders, a

                                      -10-
<PAGE>


complete list of the stockholders entitled to vote at said meeting,  arranged in
alphabetical  order,  showing the address of 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 and which place shall
be specified in the notice of the meeting,  or, if not  specified,  at the place
where said meeting is to be held, and the list shall be produced and kept at the
time and place of meeting during the whole time thereof, and may be inspected by
any stockholder who is present.

    12. Action Without Meeting.  The solicitation of written consents from
        ----------------------
stockholders in lieu of a stockholder  meeting is appropriate  authorization  of
corporate action whenever it appears that a convened meeting of the stockholders
is not required by the Restated Certificate of Incorporation of the corporation,
the Bylaws of the  corporation  or the Rules or Guidelines of any Stock Exchange
on which the corporation has listed its stock or securities.  In addition, prior
to such solicitation of written consents in lieu of a stockholder  meeting,  the
Board of Directors  must obtain the review and approval of any Stock Exchange on
which its stock or  securities  are listed.  If  permission  to solicit  written
consents of the stockholders is granted by such Stock Exchange, then such action
may be taken if  authorized  by a writing  signed by the holders of  outstanding
stock  having not less than the minimum  number of votes that would be necessary
to  authorize  or take such action at a meeting at which all shares  entitled to
vote  thereon  were  present  and  voted  and filed  with the  Secretary  of the
corporation.

    13. Record Date. The Board of Directors may fix a time in the future as a
        -----------
record date for the determination of the stockholders  entitled to notice of and
to vote at any meeting of  stockholders  or entitled to receive any  dividend or
distribution, or any allotment of rights, or to

                                      -11-
<PAGE>


exercise  rights in respect to any  change,  conversion,  or exchange of shares.
Unless the Board of Directors determines otherwise, the record date shall be the
close of  business  four weeks prior to the date of the meeting or event for the
purpose  for  which it is  fixed.  If no  record  date is fixed by the  Board of
Directors,  the record date for determining  stockholders entitled to (a) notice
of or to vote at a meeting of stockholders  shall be at the close of business on
the day next  preceding  the day on which  notice  is  given,  or,  if notice is
waived,  at the close of business on the day next preceding the day on which the
meeting is held; (b) 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
proposed  to be  taken  is  delivered  to the  corporation  by  delivery  to its
registered office in Delaware, its principal place of business, or an officer or
agent of the  corporation  having  custody of the book in which  proceedings  of
meetings  of  stockholders  are  recorded;  (c) consent to  corporate  action in
writing  without a  meeting,  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 (d)  receive
payment of any dividend or other  distribution or allotment of any rights or the
stockholders  entitled  to  exercise  any  rights  in  respect  of  any  change,
conversion or exchange of stock,  or for the purpose of any other lawful action,
shall be at the close of  business  on the day on which  the Board of  Directors
adopts the resolution relating thereto. In no event shall a record date be fixed
which  is more  than 60 days  nor  less  than 10 days  prior  to the date of the
meeting or event for the purpose for which it is fixed. When a record date is so
fixed, only stockholders of record on that date are entitled to notice of and to
vote at the meeting or to receive the  dividend,  distribution,  or allotment of
rights,  or to exercise  the  rights,  as the case may be,  notwithstanding  any
transfer of any shares on the books of the corporation after the record date.

                                      -12-
<PAGE>

    14. Stockholders of Record. The corporation shall be entitled to treat the
        ----------------------
holder of record of any  share or  shares as the  holder in fact  thereof,  and,
accordingly,  shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person  whether or not
it shall have express or other notice thereof,  except as otherwise  provided by
the laws of Delaware.

    15. Lost 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 or destroyed,
upon  the  making  of an  affidavit  of that  fact by the  person  claiming  the
certificate for shares to be lost or destroyed. When authorizing such issue of a
new certificate or  certificates,  the Board of Directors may, in its discretion
and as a condition precedent to the issuance thereof,  require the owner of such
lost  or  destroyed   certificate   or   certificates,   or  the  owner's  legal
representative,  to advertise the same in such manner as it shall require and/or
give the  corporation  a bond in such sum as it may direct as indemnity  against
any  claim  that  may be  made  against  the  corporation  with  respect  to the
certificate alleged to have been lost or destroyed.

                               BOARD OF DIRECTORS

    16. Number.  The number of directors constituting the entire Board of
        ------
Directors  shall be not less than three (3) nor more than  twelve  (12) as fixed
from time to time by vote of a majority of the entire Board,  provided  however,
that the number of  directors  shall not be reduced so as to shorten the term of
any director.

    17. Powers.  Subject to the limitations contained in the Restated
        ------
Certificate of Incorporation and in the statutes as to action to be authorized
or approved by the stockholders, all

                                      -13-
<PAGE>


corporate powers shall be exercised by or under authority of, and the business
and affairs of the corporation shall be controlled by, its Board of Directors.

    18. Election -- Term of Office -- Vacancies -- Newly Created Directorships.
        ----------------------------------------------------------------------
The directors shall be elected by the  stockholders at the annual meeting of the
stockholders.  Each  director  shall be elected to serve until the third  annual
meeting   following  his  or  her  election  in  accordance  with  the  Restated
Certificate of Incorporation and until his or her successor shall be elected and
qualified.  Vacancies and newly created  directorships in the Board of Directors
may be filled by a majority of the directors then in office,  although less than
a quorum,  or by a sole remaining  director,  and each director so elected shall
hold  office  until the  director's  successor  is elected  and  qualified.  The
stockholders  may elect a director or directors to fill any vacancy or vacancies
not filled by the directors.

    19. Removal.  A director may only be removed from office for cause by a vote
        -------
of stockholders holding a majority of the outstanding shares entitled to vote at
an election of directors.  In case any one or more directors be so removed,  new
directors may be elected by the  stockholders at the same meeting.  The Board of
Directors may declare vacant the office of a director in either of the following
cases:  (a) if the  director is declared of unsound mind by an order of court or
finally  convicted of a felony; or (b) if within 60 days after written notice of
the  director's  election,  the  director  does not accept the office  either in
writing or by  attending a meeting of the Board of  Directors  and fulfill  such
other requirements of qualification, if any, as the Bylaws may from time to time
specify.

    20. Resignation.  Any director may resign at any time, such resignation to
        -----------
be made in writing and to take effect from the time of its receipt by the
corporation, unless some time be

                                      -14-
<PAGE>


fixed  in the  resignation,  and  then  from  that  time.  The  acceptance  of a
resignation shall not be required to make it effective.

    21. Compensation.  Directors, as such, shall not receive any stated salaries
        ------------
for their  services,  but, by resolution of the Board of Directors,  a fixed sum
and  expenses  of  attendance,  if any,  may be allowed for  attendance  at each
regular or special  meeting of the Board of  Directors;  provided  that  nothing
herein  contained  shall be construed to preclude any director  from serving the
corporation in any other capacity and receiving compensation  therefor.  Members
of the executive committee and other committees may be allowed like compensation
and expenses for attending meetings of the committees.

    22. Committees.  The Board of Directors may, by resolution or resolutions
        ----------
passed by a majority  of the whole  Board of  Directors,  appoint  an  executive
committee  and other  committees,  composed  of one or more  directors,  and may
delegate to the executive committee any of the powers and authority of the Board
of Directors in the  management  of the business and affairs of the  corporation
except the power to amend the certificate of  incorporation,  adopt an agreement
of  merger or  consolidation,  recommend  to  stockholders  the  sale,  lease or
exchange of all or substantially all of the  corporation's  property and assets,
recommend to the  stockholders a dissolution of the  corporation or a revocation
of a  dissolution,  amend the  Bylaws  of the  corporation,  declare  dividends,
authorize the issuance of stock or adopt a certificate  of ownership and merger.
The  executive  committee and other  committees so appointed  shall keep regular
minutes of their proceedings and shall report the same to the Board of Directors
when required.

    23. Inspection of Records and Properties.  Each director of the corporation
        ------------------------------------
may  inspect  all books,  records,  documents  and  physical  properties  of the
corporation and its subsidiaries at any reasonable time. Inspections may be made
either by the director or the

                                      -15-
<PAGE>


director's agent and the right to inspect includes the right to make extracts of
the books, records or documents inspected.

    24. Declaration of Dividends.  Subject to any applicable provisions of law
        ------------------------
or of the Restated  Certificate of  Incorporation,  dividends may be declared by
the Board of  Directors in its sole and  absolute  discretion  at any regular or
special  meeting.  Dividends may be paid in cash or property or in shares of the
capital stock of the corporation.

    25. Establishment of Reserves.  Before the payment of any dividend, the
        -------------------------
Board of Directors,  in its sole and absolute  discretion,  may set aside out of
any funds of the corporation  available for dividends such sum or sums as may be
deemed proper as a reserve fund to meet  contingencies  or may use such funds or
any other  corporate  property for such corporate  purposes as the directors may
deem advisable. The Board of Directors may modify or abolish any such reserve in
its sole and absolute discretion.

    26. Regular Meeting.  The Board of Directors shall hold a regular meeting
        ---------------
following each annual stockholders' meeting. Other regular meetings of the Board
of Directors  may be held at such time as shall from time to time be  determined
by the Board of Directors.

    27. Special Meetings.  Special meetings of the Board of Directors may be
        ----------------
called by the  President  or, if the President is absent or is unable or refuses
to act, by any Vice President or by any two directors.

    28. Place.  The Board of Directors may hold its meetings at any place within
        -----
or without the State of Delaware  designated  from time to time by resolution of
the Board or by written  consent of all the members of the Board. In the absence
of such  designation,  meetings  shall be held at the  principal  office  of the
corporation. Any regular or special meeting is valid

                                      -16-
<PAGE>


wherever held if held upon written consent of all of the members of the Board of
Directors, given either before or after the meeting and filed with the Secretary
of the corporation.

    29. Notice.  Notice of the regular meeting following each annual
        ------
stockholders'  meeting is hereby  dispensed with.  Other regular meetings may be
held without notice,  provided that notice of any change in the time or place of
any such meeting be sent to all of the directors. Notice of each special meeting
shall be given to each  director  on not less  than two  days'  written  or oral
notice,  through any form of written or oral communication.  If the address of a
director  is not shown on the records  and is not  readily  ascertainable,  such
notice  shall be  addressed  to him or her at the place in which the meetings of
the directors are regularly held.  Neither the business to be transacted at, nor
the purpose of, any regular or special meeting of the Board of Directors need be
specified in the notice of such meeting. Notice of the time and place of holding
an adjourned  meeting need not be given to the  directors  absent at the meeting
which was adjourned if the time and place of the adjourned  meeting was fixed at
the meeting which was adjourned.

    30. Meeting Without Regular Call and Notice.  The transactions of any
        ---------------------------------------
meeting of the Board of Directors,  however called and noticed or wherever held,
are as valid as though had at a meeting duly held after  regular call and notice
if a quorum is present and if, either  before or after the meeting,  each of the
directors not present signs a written waiver of notice, a consent to holding the
meeting,  or an  approval  of the  minutes  thereof,  which  waiver,  consent or
approval shall be filed with the corporate records or made a part of the minutes
of the meeting.  Neither the business to be  transacted  at, nor the purpose of,
any regular or special  meeting of the Board of  Directors  need be specified in
the waiver of notice of such  meeting.  Attendance  of a director at any meeting
shall  constitute  a waiver of notice of such  meeting,  except where a director
attends

                                      -17-
<PAGE>

for the express purpose of objecting to the transaction of any business on the
grounds that the meeting is not lawfully called or noticed.

    31. Quorum.  At all meetings of the Board of Directors, a majority of the
        ------
directors  then in office  shall be necessary  and  sufficient  to  constitute a
quorum for the transaction of business,  provided that the number constituting a
quorum  shall be  neither  less  than  one-third  of the  authorized  number  of
directors nor less than two. Every act or decision done or made by a majority of
the directors present at a meeting duly held at which a quorum is present is the
act or decision of the Board of Directors,  unless a greater  number is required
by law or the Restated Certificate of Incorporation.

    32. Adjourned Meeting.  In the absence of a quorum a majority of the
        -----------------
directors  present  may  adjourn  from time to time but not later  than the time
fixed for the next regular meeting of the Board.

    33. Action Without Meeting.  Any action required or permitted to be taken by
        ----------------------
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.

        (a) Meetings by Telephone. Unless otherwise restricted by the Restated
            ---------------------
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.

                                      -18-
<PAGE>


                                    OFFICERS

    34. Titles.  The officers of the corporation shall be a President, a
        ------
Secretary,  and a Treasurer,  who shall be chosen by the Board of Directors. The
Board of  Directors  may also  choose a Chairman of the Board,  additional  Vice
Presidents,  and one or more Assistant Secretaries and Assistant Treasurers. Any
two or more offices, except those of President and Secretary, may be held by the
same person.

    35. Election -- Term of Office -- Vacancies.  The Board of Directors, at
        ---------------------------------------
its regular meeting after each annual meeting of stockholders, shall choose its
officers, none of whom except the Chairman of the Board, if any, need be a
member of the Board. The officers of the corporation shall hold office until
their successors are chosen. If the office of any officer becomes vacant for any
reason, the vacancy shall be filled by the Board of Directors. The Board of
Directors may appoint, at such time or times as the business of the corporation
may require, such other officers and agents as it shall deem necessary, who
shall hold their offices for such terms and shall exercise such powers and
perform such duties as shall be determined from time to time by the Board of
Directors.

    36. Removal. Any officer elected or appointed by the Board of Directors may
        -------
be removed at any time by the Board of Directors.

    37. Resignation.  Any officer may resign at any time, such resignation to
        -----------
be made in  writing  and to take  effect  from  the time of its  receipt  by the
corporation,  unless some time be fixed in the  resignation,  and then from that
time.  The  acceptance  of a  resignation  shall  not be  required  to  make  it
effective.

                                      -19-
<PAGE>

    38. Salaries.  The salaries of all officers of the corporation shall, and
        --------
salaries of employees  may, be fixed from time to time by the Board of Directors
and may be changed from time to time by it in its discretion.

    39. Power to Sign Documents.  All checks or demands for money and notes of
        -----------------------
the  corporation  shall be signed by such officer or agent or officers or agents
as may be designated from time to time by the Board of Directors.

    40. The President.  The President shall be the chief executive officer of
        -------------
the corporation  unless the Board of Directors  designates some other officer to
serve in such  capacity.  The  President  shall  preside at all  meetings of the
stockholders  and  directors,  shall be ex officio a member of the executive and
other  committees,  shall have general and active  management of the business of
the  corporation,  shall see that all  orders  and  resolutions  of the Board of
Directors  are carried into  effect,  and shall  exercise  such other powers and
perform such other duties as shall be determined  from time to time by the Board
of  Directors.  If some officer  other than the  President is  designated as the
chief executive officer, the officer shall have all of the powers conferred upon
the  President  by these  Bylaws to the extent  permitted  by law,  and,  in the
absence or disability  of such other  officer,  the President  shall perform and
exercise  the duties of chief  executive  officer.  The  President  or any other
officer  designated by the Board of Directors at any time is authorized to vote,
grant  proxies or consents  for, or represent  all shares of other  corporations
standing in the name of this corporation and may exercise all rights incident to
such shares on behalf of this corporation.

    41. The Vice Presidents.  The Vice Presidents, in the order of their
        -------------------
seniority,  shall,  in the absence or disability of the  President,  perform the
duties and exercise the powers of the  President,  and shall  perform such other
duties as the Board of Directors shall prescribe.

                                      -20-
<PAGE>



    42. The Secretary.  The Secretary shall have the following powers and
        -------------
duties:

        (a) Record Corporate Proceedings.  The Secretary shall attend all
            ----------------------------
sessions of the Board and all meetings of the  stockholders and record all votes
and the minutes of all  proceedings in a book to be kept for that purpose at the
principal  office  of the  corporation  or at such  other  place as the Board of
Directors  may from time to time  determine.  The  Secretary  shall  keep at the
principal  office for the  transaction  of the business of the  corporation  the
original  or a copy of the  Bylaws as  amended  or  otherwise  altered  to date,
certified by the Secretary.

        (b) Record of Shares.  Unless a transfer agent is appointed by the Board
            ----------------
of Directors to keep a share register, the Secretary shall keep at the principal
office of the corporation a share register showing the names of the stockholders
and their addresses, the number and class of shares held by each, the number and
date  of  certificates  issued  for  the  same,  and  the  number  and  date  of
cancellation of every certificate surrendered for cancellation.

        (c) Notices.  The Secretary shall give such notices as may be required
            -------
by law or the Bylaws.

        (d) Additional Powers and Duties. The Secretary shall have the
            ----------------------------
responsibility for the corporation's reporting to various governmental agencies,
and  such  other  powers  and  duties  as shall be  determined  by the  Board of
Directors.

    43. Assistant Secretaries.  The Assistant Secretaries, in the order of their
        ---------------------
seniority,  shall in the absence or  disability  of the  Secretary,  perform the
duties and exercise the powers of the  Secretary,  and shall  perform such other
duties as the Board of Directors shall prescribe.

    44. The Treasurer. The Treasurer shall have the custody of the corporate
        -------------
funds and securities and shall keep adequate and correct accounts of
the corporate properties and business transactions. The Treasurer shall disburse
such funds of the corporation as may be ordered by the

                                      -21-
<PAGE>

Board of Directors, taking proper vouchers for such disbursements,  shall render
to the President and directors, at regular meetings of the Board of Directors or
whenever  they may require it, an account of all of his or her  transactions  as
Treasurer  and of the  financial  condition of the  corporation,  shall have the
responsibility for the supervision of the corporation's pension,  profit sharing
and other  employee  benefit  plans,  the overall  supervision  of the company's
insurance  program,  and shall exercise such other powers and perform such other
duties as shall be determined by the Board of Directors.

    45. Assistant Treasurers.  The Assistant Treasurers, in the order of their
        --------------------
seniority,  shall,  in the absence or disability of the  Treasurer,  perform the
duties and exercise the powers of the  Treasurer,  and shall  perform such other
duties as the Board of Directors shall prescribe.

                                 INDEMNIFICATION

    46. Action, Etc., Other Than by or in the Right of the Corporation.  The
        --------------------------------------------------------------
corporation  shall have the power to indemnify  any person who was or is a party
or is  threatened  to be made a party to any  threatened,  pending or  completed
action,  suit  or  proceeding,   whether  civil,  criminal,   administrative  or
investigative  (other than an action by or in the right of the  corporation)  by
reason of the fact that the person 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 expenses (including attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner he or she  reasonably  believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful. The termination of any action, suit

                                      -22-
<PAGE>

or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent,  shall not, of itself,  create a presumption  that
the person did not act in good faith and in a manner which the person reasonably
believed to be in or not opposed to the best interests of the corporation,  and,
with  respect  to any  criminal  action  or  proceeding,  that such  person  had
reasonable cause to believe that such person's conduct was unlawful.

    47. Actions, Etc. by or in the Right of the Corporation. The corporation
        ---------------------------------------------------
shall  have  the  power  to  indemnify  any  person  who was or is a party or is
threatened to be made a party to any threatened,  pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that the  person is or was  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 expenses (including attorneys'
fees),  actually and  reasonably  incurred by the person in connection  with the
defense or  settlement  of such action or suit if the person acted in good faith
and in a manner he or she  reasonably  believed  to be in or not  opposed to the
best interests of the  corporation and except that no  indemnification  shall be
made in respect to any claim, issue or matter as to which such person shall have
been adjudged to be liable to the corporation unless and only to the extent that
the Court of  Chancery  or the court in which  such  action or suit was  brought
shall determine upon application that, despite the adjudication of liability but
in view of all  the  circumstances  of the  case,  such  person  is  fairly  and
reasonably  entitled to indemnity for such expenses  which the Court of Chancery
or such other court shall deem proper.

    48. Right to Indemnification.  Notwithstanding the other provisions of these
        ------------------------
Bylaws,  to  the  extent  that a  director,  officer,  employee  or  agent  of a
corporation has been successful on

                                      -23-
<PAGE>


the merits or otherwise in defense of any action, suit or proceeding referred to
in Bylaws 46 or 47 hereof, or in defense of any claim,  issue or matter therein,
he or she shall be indemnified  against  expenses  (including  attorneys'  fees)
actually and reasonably incurred by him or her in connection therewith.

    49. Determination of Right to Indemnification.  Any indemnification under
        -----------------------------------------
Bylaws 46 or 47  (unless  ordered by a court)  shall be made by the  corporation
only  as   authorized   in  the  specific   case  upon  a   determination   that
indemnification  of the  director,  officer,  employee or agent is proper in the
circumstances  because he or she has met the applicable  standard of conduct set
forth in Bylaws 46 or 47  hereof.  Such  determination  shall be made (a) by the
Board of Directors by a majority  vote of a quorum  consisting  of directors who
were not parties to such action, suit or proceeding,  or (b) if such a quorum is
not obtainable,  or, even if obtainable a quorum of  disinterested  directors so
directs,  by  independent  legal  counsel  in a written  opinion,  or (c) by the
stockholders.

    50. Prepaid Expenses.  Expenses (including attorneys' fees) incurred by an
        ----------------
officer  or  director  in  defending  any  civil,  criminal,  administrative  or
investigative  action,  suit or  proceeding  may be paid by the  corporation  in
advance of the final disposition of such action, suit or proceeding 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 or she is not entitled to be
indemnified  by the  corporation  as authorized  in these Bylaws.  Such expenses
(including  attorneys'  fees)  incurred by other  employees and agents may be so
paid  upon  terms  and  conditions,  if any,  as the  Board of  Directors  deems
appropriate.

    51. Other Rights and Remedies.  The indemnification and advancement of
        -------------------------
expenses provided by, or granted pursuant to, the other paragraphs of the Bylaws
shall not be deemed

                                      -24-
<PAGE>

exclusive of any rights to which those seeking indemnification or advancement of
expenses may be entitled under any Bylaw,  agreement,  vote of  stockholders  or
disinterested  directors or otherwise,  both as to action in his or her official
capacity and as to action in another capacity while holding such office.

    52. Insurance.  Upon resolution passed by the Board of Directors, 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 the person and incurred by the
person in any such  capacity,  or arising  out of the  person's  status as such,
whether  or not the  corporation  would have the power to  indemnify  the person
against such liability under the provisions of these Bylaws.

        52.1 Constituent Corporations.  For the purposes of these Bylaws,
             ------------------------
references  to 'the  corporation'  shall  include,  in addition to the resulting
corporation,  any  constituent  corporation  (including  any  constituent  of  a
constituent)  absorbed  in a  consolidation  or merger  which,  if its  separate
existence  had  continued,  would have had power and  authority to indemnify its
directors,  officers and employees or agents, so that any person who is or was a
director,  officer, employee or agent of such constituent corporation,  or is or
was  serving  at the  request of such  constituent  corporation  as a  director,
officer, employee or agent of another corporation,  partnership,  joint venture,
trust or other  enterprise,  shall stand in the same position under Bylaws 46 to
52 with respect to the  resulting or  surviving  corporation  as he or she would
have  stood  with  respect  to  such  constituent  corporation  if its  separate
existence had continued.

                                      -25-
<PAGE>


        52.2 Other Enterprises.  For the purpose of these Bylaws, references to
             -----------------
"other  enterprises"  shall include  employee  benefit plans and employee  stock
ownership  plans;  references to "fines" shall include any excise or other taxes
assessed on a person with respect to any employee benefit plan or employee stock
ownership plan;  references to "serving at the request of the corporation" shall
include any service as a director, officer, employee or agent of the corporation
which  imposes  duties on, or  involved  services  by, such  director,  officer,
employee or agent with  respect to an employee  benefit  plan or employee  stock
ownership  plan, its  participants or  beneficiaries;  and a person who acted in
good faith in a manner the person  reasonably  believed to be in the interest of
the participants and beneficiaries of an employee benefit plan or employee stock
ownership  plan  shall be deemed to have acted in a manner  "not  opposed to the
best interests of the corporation" as referred to in these Bylaws.

        52.3 Scope of Indemnification.  The indemnification and advancement of
             ------------------------
expenses provided by, or granted pursuant,  these Bylaws shall, unless otherwise
provided when authorized or ratified,  continue as to a person who has ceased to
be a director,  officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.

                               AMENDMENT OF BYLAWS

    53. Amendments.  Bylaws may be adopted, amended, or repealed by the vote or
        ----------
written consent of stockholders entitled to exercise a majority of the voting
power, or, except as otherwise provided by these Bylaws or by law, by the
affirmative vote of a majority of the directors then in office given at any
regular or special meeting of the Board of Directors.

                                  MISCELLANEOUS

    54. Facsimile Signature.  In addition to the provisions for the use of
        -------------------
facsimile  signatures  elsewhere   specifically   authorized  in  these  Bylaws,
facsimile  signatures of any officer or

                                      -26-
<PAGE>

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

    55. Corporate Seal.  The Board of Directors may provide a suitable seal,
        --------------
containing the name of the corporation,  which seal shall be under the charge of
the secretary.  If and when so directed by the Board of Directors or a committee
thereof,  duplicates of the seal may be kept and used by the treasurer or by the
assistant secretary or assistant treasurer.

    56. Reliance Upon Books, Reports, and Records.  Each director, each member
        -----------------------------------------
of any committee  designated by the Board of Directors,  and each officer of the
corporation  shall, in the performance of his or her duties,  be fully protected
in relying  in good  faith  upon the books of  account  or other  records of the
corporation,  including  reports made to the corporation by any of its officers,
by an independent certified public accountant,  or by an appraiser selected with
reasonable  care.

    57. Fiscal Year.  The fiscal year of the  corporation  shall be fixed by
        -----------
the Board of Directors.

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

                                      (END)

                                      -27-