<PAGE>

                                                                     Exhibit 3.2

                                     BY-LAWS

                                       OF

                              COLUMBIA ENERGY GROUP

                            (A Delaware corporation)

                                November 1, 2000

<PAGE>

                                    ARTICLE 1

                            OFFICES; REGISTERED AGENT

         Section 1.1       Registered Office And Agent. The corporation shall
maintain in the State of Delaware a registered office and a registered agent
whose business office is identical with such registered office.

         Section 1.2       Principal Business Office. The corporation shall have
its principal business office at such location within or without the State of
Delaware as the board of directors may from time to time determine.

                                    ARTICLE 2

                                  STOCKHOLDERS

         Section 2.1       Annual Meeting. The annual meeting of the
stockholders shall be held on the second Wednesday of April in each year, for
the purpose of electing directors and for the transaction of such other business
as may properly come before the meeting. If the day fixed for the annual meeting
shall be a legal holiday, such meeting shall be held on the next succeeding
business day.

         Section 2.2       Special Meetings. Special meetings of the
stockholders of for any purpose or purposes may be called by the Chairman, the
Board of Directors or by the President.

         Section 2.3       Place Of Meetings. The board of directors may
designate any place, either within or without the State of Delaware, as the
place of meeting for any annual meeting or for any special meeting called by the
board of directors, but if no designation is made, or if a special meeting be
otherwise called, the place of meeting shall be the principal business office of
the corporation; provided, however, that for any meeting of the stockholders for
which a waiver of notice designating a place is signed by all of the
stockholders, then that shall be the place for the holding of such meeting.

<PAGE>

         Section 2.4       Notice Of Meetings. Written or printed notice stating
the place, date and hour of the meeting of the stockholders and, in the case of
a special meeting, the purpose or purposes for which the meeting is called,
shall be given to each stockholder of record entitled to vote at the meeting,
not less than 10 nor more than 60 days before the date of the meeting, or in the
case of a meeting called for the purpose of acting upon a merger or
consolidation not less than 20 nor more than 60 days before the meeting. Such
notice shall be given by or at the direction of the secretary. If mailed, such
notice shall be deemed to be given when deposited in the United States mail
addressed to the stockholder at his or her address as it appears on the records
of the corporation, with postage thereon prepaid. If delivered (rather than
mailed) to such address, such notice shall be deemed to be given when so
delivered.

         When a meeting is adjourned to another time or place, notice need not
be given of the adjourned meeting if the time and place thereof are announced at
the meeting at which the adjournment is taken, unless the adjournment is for
more than 30 days or unless a new record date is fixed for the adjourned
meeting.

         Section 2.5       Waiver Of Notice. A waiver of notice in writing
signed by a stockholder entitled to such notice, whether before or after the
time stated therein, shall be deemed equivalent to the giving of such notice.
Attendance of a stockholder in person or by proxy at a meeting of stockholders
shall constitute a waiver of notice of such meeting except when the stockholder
or his or her proxy attends the 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.

         Section 2.6       Meeting Of All Stockholders. If all of the
stockholders shall meet at any time and place, either within or without the
State of Delaware, and shall, in writing signed by all of the stockholders,

                                      - 2 -
<PAGE>

waive notice of, and consent to the holding of, a meeting at such time and
place, such meeting shall be valid without call or notice, and at such meeting
any corporate action may be taken.

         Section 2.7       Record Dates.

         (a)               In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, the board of directors may fix a record date, which
record date shall not precede the date on which the resolution fixing the record
date is adopted by the board of directors, and which record date shall not be
more than 60 nor less than 10 days before the date of such meeting (or 20 days
if a merger or consolidation is to be acted upon at such meeting). If no record
date is fixed by the board of directors, the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be at the close of business on the next day 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. 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.

         (b)               In order that the corporation may determine the
stockholders entitled to consent to corporate action in writing without a
meeting, the board of directors may fix a record date, which record date shall
not precede the date on which the resolution fixing the record date is adopted
by the board of directors, and which date shall not be more than 10 days after
the date upon which the resolution fixing the record date is adopted by the
board of directors. If no record date has been fixed by the board of directors,
the record date for determining stockholders entitled to consent to corporate
action in writing without a meeting, when no prior action by the board of
directors is required by the certificate of incorporation of the corporation or
by statute, shall be the first date on which a signed written consent setting
forth the action taken or proposed to be taken is delivered in the manner
required by law to the corporation at its registered

                                     - 3 -
<PAGE>

office in the State of Delaware or at its principal place of business or to an
officer or agent of the corporation having custody of the book in which
proceedings of meetings of the corporation's stockholders are recorded. If no
record date has been fixed by the board of directors and prior action by the
board of directors is required by the certificate of incorporation or by
statute, the record date for determining stockholders entitled to consent to
corporate action in writing without a meeting shall be at the close of business
on the day on which the board of directors adopts the resolution taking such
prior action.

         (c)               In order that the corporation may determine the
stockholders entitled to 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, the board of directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted, and which record date shall not be more than 60 days
prior to such action. If no record date is fixed, the record date for
determining stockholders for any such purpose shall be at the close of business
on the day on which the board of directors adopts the resolution relating
thereto.

         (d)               Only those who shall be stockholders of record on the
record date so fixed as aforesaid shall be entitled to such notice of, and to
vote at, such meeting and any adjournment thereof, or to consent to such
corporate action in writing, or to receive payment of such dividend or other
distribution, or to receive such allotment of rights, or to exercise such
rights, as the case may be, notwithstanding the transfer of any stock on the
books of the corporation after the applicable record date.

         Section 2.8       Lists Of Stockholders. The officer who has charge of
the stock ledger of the corporation shall prepare and make, at least 10 days
before each meeting of stockholders, a complete list of the stockholders
entitled to vote thereat, arranged in alphabetical order, and 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

                                     - 4 -
<PAGE>

any stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least 10 days prior to the meeting, either at
a place within the municipality 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 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, for inspection
by any stockholder who may be present.

         Section 2.9       Quorum and Vote Required For Action. Except as may
otherwise be provided in the certificate of incorporation of the corporation,
the holders of stock of the corporation having a majority of the total votes
which all of the outstanding stock of the corporation would be entitled to cast
at the meeting, when present in person or by proxy, shall constitute a quorum at
any meeting of the stockholders; provided, however, that where a separate vote
by a class or classes of stock is required, the holders of stock of such class
or classes having a majority of the total votes which all of the outstanding
stock of such class or classes would be entitled to cast at the meeting, when
present in person or by proxy, shall constitute a quorum entitled to take action
with respect to the vote on the matter. Unless a different number of votes is
required by statute or the certificate of incorporation of the corporation, (a)
if a quorum is present with respect to the election of directors, directors
shall be elected by a plurality of the votes cast by those stockholders present
in person or represented by proxy at the meeting and entitled to vote on the
election of directors, and (b) in all matters other than the election of
directors, if a quorum is present at any meeting of the stockholders, a majority
of the votes entitled to be cast by those stockholders present in person or by
proxy shall be the act of the stockholders except where a separate vote by class
or classes of stock is required, in which case, if a quorum of such class or
classes is present, a majority of the votes entitled to be cast by those
stockholders of such class or classes present in person or by proxy shall be the
act of the stockholders of such class or classes. If a quorum is not present at
any meeting of stockholders, then holders of stock of the corporation who are
present in person or by proxy representing a majority of the votes cast may
adjourn the meeting from time to time without further notice and, where a
separate vote by a class or classes of stock is required on any matter, then
holders of stock of such class or classes who are

                                     - 5 -
<PAGE>

present in person or by proxy representing a majority of the votes of such class
or classes cast may adjourn the meeting with respect to the vote on that matter
from time to time without further notice. At any adjourned meeting at which a
quorum is present, any business may be transacted which might have been
transacted at the original meeting. Withdrawal of stockholders from any meeting
shall not cause failure of a duly constituted quorum at that meeting.

         Section 2.10      Proxies. Each stockholder entitled to vote at a
meeting of the stockholders or to express consent to corporate action in writing
without a meeting may authorize another person or persons to act for him by
proxy, but no proxy shall be valid after three years from its date unless
otherwise provided in the proxy. Such proxy shall be in writing and shall be
filed with the secretary of the corporation before or at the time of the meeting
or the giving of such written consent, as the case may be.

         Section 2.11      Voting Of Shares. Each stockholder of the corporation
shall be entitled to such vote (in person or by proxy) for each share of stock
having voting power held of record by such stockholder as shall be provided in
the certificate of incorporation of the corporation or, absent provision therein
fixing or denying voting rights, shall be entitled to one vote per share.

         Section 2.12      Voting By Ballot. Any question or any election at a
meeting of the stockholders may be decided by voice vote unless the presiding
officer shall order that voting be by ballot or unless otherwise provided in the
certificate of incorporation of the corporation or required by statute.

         Section 2.13      Inspectors. At any meeting of the stockholders the
presiding officer may, or upon the request of any stockholder shall, appoint one
or more persons as inspectors for such meeting. Such inspectors shall ascertain
and report the number of shares represented at the meeting, based upon their
determination of the validity and effect of proxies; count all votes and report
the results; and do such other acts as are proper to conduct the election and
voting with impartiality and fairness to all the stockholders.

                                     - 6 -
<PAGE>

Each report of an inspector shall be in writing and signed by him or a majority
of them if there is more than one inspector acting at such meeting. If there is
more than one inspector, the report of a majority shall be the report of the
inspectors. The report of the inspector or inspectors on the number of shares
represented at the meeting and the results of the voting shall be prima facie
evidence thereof.

         Section 2.14      Informal Action. Any corporate action upon which a
vote of stockholders is required or permitted may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted and shall be delivered to the corporation in the manner
required by law at its registered office within the State of Delaware or at its
principal place of business or to an officer or agent of the corporation having
custody of the book in which proceedings of meetings of stockholders of the
corporation are recorded. Every written consent shall bear the date of signature
of each stockholder who signs the consent and no written consent shall be
effective to take the corporate action referred to therein unless, within 60
days of the earliest dated consent delivered, as aforesaid, written consents
signed by a sufficient number of holders to take action are delivered to the
corporation in the manner required by law at its registered office within the
State of Delaware or at its principal place of business or to an officer or
agent of the corporation having custody of the book in which proceedings of
meetings of stockholders of the corporation are recorded. 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 so consented in
writing.

                                    ARTICLE 3

                                    DIRECTORS

         Section 3.1       Powers. The business and affairs of the corporation
shall be managed under the direction of its board of directors which may do all
such lawful acts and things as are not by statute or by

                                     - 7 -
<PAGE>

the certificate of incorporation of the corporation or by these by-laws directed
or required to be exercised or done by the stockholders.

         Section 3.2       Number, Election, Term Of Office And Qualifications.
The number of directors which shall constitute the whole board shall be not less
than one nor more than five. The directors shall be elected at the annual
meeting of the stockholders, except as provided in Section 3.3, and each
director elected shall hold office until his or her successor is elected and
qualified or until his or her earlier death, resignation or removal in a manner
permitted by statute or these by-laws. Directors need not be stockholders.

         Section 3.3       Vacancies. Vacancies occurring in the board of
directors and newly-created directorships resulting from any increase in the
authorized number 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 any
director so chosen shall hold office until the next annual election of directors
and until his or her successor is duly elected and qualified or until his or her
earlier death, resignation or removal in a manner permitted by statute or these
by-laws.

         Section 3.4       Regular Meetings. A regular meeting of the board of
directors shall be held immediately following the close of, and at the same
place as, each annual meeting of stockholders. No notice of any such meeting,
other than this by-law, shall be necessary in order legally to constitute the
meeting, provided a quorum shall be present. In the event such meeting is not
held at such time and place, the meeting may be held at such time and place as
shall be specified in a notice given as hereinafter provided for special
meetings of the board of directors or as shall be specified in a written waiver
signed by all of the directors. The board of directors may provide, by
resolution, the time and place for the holding of additional regular meetings
without notice other than such resolution.

                                     - 8 -
<PAGE>

         Section 3.5       Special Meetings. Special meetings of the board may
be called by the president or any two directors. The person or persons calling a
special meeting of the board shall fix the time and place at which the meeting
shall be held and such time and place shall be specified in the notice of such
meeting.

         Section 3.6       Notice. Notice of any special meeting of the board of
directors shall be given at least 2 days previous thereto by written notice to
each director at his or her business address or such other address as he or she
may have advised the secretary of the corporation to use for such purpose. If
delivered, such notice shall be deemed to be given when delivered to such
address or to the person to be notified. If mailed, such notice shall be deemed
to be given two business days after deposit in the United States mail so
addressed, with postage thereon prepaid. If given by telegraph, such notice
shall be deemed to be given the next business day following the day the telegram
is given to the telegraph company. Such notice may also be given by telephone or
other means not specified herein, and in each such case shall be deemed to be
given when actually received by the director to be notified. Notice of any
meeting of the board of directors shall set forth the time and place of the
meeting. Neither the business to be transacted at, nor the purpose of, any
meeting of the board of directors (regular or special) need be specified in the
notice or waiver of notice of such meeting.

         Section 3.7       Waiver Of Notice. A written waiver of notice, signed
by a director entitled to notice of a meeting of the board of directors or of a
committee of such board of which the director is a member, whether before or
after the time stated therein, shall be deemed equivalent to the giving of such
notice to that director. Attendance of a director at a meeting of the board of
directors or of a committee of such board of which the director is a member
shall constitute a waiver of notice of such meeting except when the director
attends the 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.

                                     - 9 -
<PAGE>

         Section 3.8      Quorum And Vote Required For Action. At all meetings
of the board of directors, a majority of the number of directors fixed by these
by-laws shall constitute a quorum for the transaction of business and the act of
a majority of the directors present at any meeting at which there is a quorum
shall be the act of the board of directors except as may be otherwise
specifically provided by statute, the certificate of incorporation of the
corporation or these by-laws. If a quorum shall not be present at any meeting of
the board of directors, a majority of the directors present thereat may adjourn
the meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.

         Section 3.9      Attendance By Conference Telephone. Members of the
board of directors or any committee designated by the board 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 in a meeting shall
constitute presence in person at such a meeting.

         Section 3.10     Presumption Of Assent. A director of the corporation
who is present at a duly convened meeting of the board of directors at which
action on any corporate matter is taken shall be conclusively presumed to have
assented to the action taken unless his or her dissent shall be entered in the
minutes of the meeting or unless he or she shall file his or her written dissent
to such action with the person acting as the secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered or certified
mail to the secretary of the corporation immediately after the adjournment of
the meeting. Such right to dissent shall not apply to a director who voted in
favor of such action.

         Section 3.11     Informal Action. Unless otherwise restricted by
statute, the certificate of incorporation of the corporation or these by-laws,
any action required or permitted to be taken at any meeting of the board of
directors or of any committee thereof may be taken without a meeting, if a
written consent thereto is signed by all the directors or by all the members of
such committee, as the case may be,

                                     - 10 -

<PAGE>

and such written consent is filed with the minutes of proceedings of the board
of directors or of such committee.

         Section 3.12     Compensation. The directors may be paid their
expenses, if any, of attendance at each meeting of the board of directors and at
each meeting of a committee of the board of directors of which they are members.
The board of directors, irrespective of any personal interest of any of its
members, shall have authority to fix compensation of all directors for services
to the corporation as directors, officers or otherwise.

         Section 3.13     Removal. Any director or the entire board of
directors may be removed by the stockholders, with or without cause, by a
majority of the votes entitled to be cast at an election of directors.

                                    ARTICLE 4

                                   COMMITTEES

         Section 4.1      Committees. By resolution passed by a majority of the
whole Board, the Board of Directors may designate one or more committees, each
such committee to consist of two or more directors of the Corporation. The Board
may designate one or more directors as alternate members of any committee, who
may replace any absent or disqualified member of any meeting of the committee.
Any such committee, to the extent provided in the resolution or in these
by-laws, shall have and may exercise the powers 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. In the
absence or disqualification of any member of such committee or committees, the
member or members thereof present at the meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
such absent or disqualified member.

                                     - 11 -

<PAGE>

                                    ARTICLE 5

                                    OFFICERS

         Section 5.1      Designation; Number; Election. The board of
directors, at its initial meeting and thereafter at its first regular meeting
after each annual meeting of stockholders, shall choose the officers of the
corporation. Such officers shall be a president, a secretary, and a treasurer,
and such vice presidents, assistant secretaries and assistant treasurers as the
board of directors may choose. The board of directors may appoint such other
officers and agents as it shall deem necessary who shall hold their offices for
such terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the board. Any two or more offices may be held
by the same person. Except as provided in Article 6, election or appointment as
an officer shall not of itself create contract rights.

         Section 5.2      Salaries. The salaries of all officers and agents of
the corporation chosen by the board of directors shall be fixed by the board of
directors, and no officer shall be prevented from receiving such salary by
reason of the fact that he is also a director of the corporation.

         Section 5.3      Term Of Office; Removal; Vacancies. Each officer of
the corporation chosen by the board of directors shall hold office until the
next annual appointment of officers by the board of directors and until his or
her successor is appointed and qualified, or until his or her earlier death,
resignation or removal in the manner hereinafter provided. Any officer or agent
chosen by the board of directors may be removed at any time by the board of
directors whenever in its judgment the best interests of the corporation would
be served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed. Any vacancy occurring in any office of
the corporation at any time or any new offices may be filled by the board of
directors for the unexpired portion of the term.

                                     - 12 -

<PAGE>

         Section 5.4      Chairman. The chairman of the board, if appointed,
shall, if present, preside at all meetings of the Board of Directors and
exercise and perform such other powers and duties as may be from time to time
assigned to him by the Board of Directors.

         Section 5.5      President. The president shall be the chief executive
officer of the corporation and, subject to the direction and control of the
board of directors, shall be in charge of the business of the corporation. In
general, the president shall discharge all duties incident to the principal
executive office of the corporation and such other duties as may be prescribed
by the board of directors from time to time. Without limiting the generality of
the foregoing, the president shall see that the resolutions and directions of
the board of directors are carried into effect except in those instances in
which that responsibility is specifically assigned to some other person by the
board of directors; shall preside at all meetings of the stockholders and, if he
or she is a director of the corporation, of the board of directors; and, except
in those instances in which the authority to execute is expressly delegated to
another officer or agent of the corporation or a different mode of execution is
expressly prescribed by the board of directors, may execute for the corporation
certificates for its shares of stock (the issue of which shall have been
authorized by the board of directors), and any contracts, deeds, mortgages,
bonds, or other instruments which the board of directors has authorized, and may
(without previous authorization by the board of directors) execute such
contracts and other instruments as the conduct of the corporation's business in
its ordinary course requires, and may accomplish such execution in each case
either under or without the seal of the corporation and either individually or
with the secretary, any assistant secretary, or any other officer thereunto
authorized by the board of directors, according to the requirements of the form
of the instrument. The president may vote all securities which the corporation
is entitled to vote except as and to the extent such authority shall be vested
in a different officer or agent of the corporation by the board of directors.

         Section 5.6      Vice Presidents. The vice president (and, in the event
there is more than one vice president, each of the vice presidents) shall render
such assistance to the president in the discharge of his or

                                     - 13 -

<PAGE>

her duties as the president may direct and shall perform such other duties as
from time to time may be assigned by the president or by the board of directors.
In the absence of the president or in the event of his or her inability or
refusal to act, the vice president (or in the event there may be more than one
vice president, the vice presidents in the order designated by the board of
directors, or by the president if the board of directors has not made such a
designation, or in the absence of any designation, then in the order of
seniority of tenure as vice president) shall perform the duties of the
president, and when so acting, shall have all the powers of and be subject to
all the restrictions upon the president. Except in those instances in which the
authority to execute is expressly delegated to another officer or agent of the
corporation or a different mode of execution is expressly prescribed by the
board of directors or these by-laws, the vice president (or each of them if
there are more than one) may execute for the corporation certificates for its
shares of stock (the issue of which shall have been authorized by the board of
directors), and any contracts, deeds, mortgages, bonds or other instruments
which the board of directors has authorized, and may (without previous
authorization by the board of directors) execute such contracts and other
instruments as the conduct of the corporation's business in its ordinary course
requires, and may accomplish such execution in each case either under or without
the seal of the corporation and either individually or with the secretary, any
assistant secretary, or any other officer thereunto authorized by the board of
directors, according to the requirements of the form of the instrument.

         Section 5.7      Treasurer. The treasurer, if appointed, shall be the
principal accounting and financial officer of the corporation and as such shall
perform all the duties incident to the office of treasurer and such other duties
as from time to time may be assigned by the board of directors or the president.
Without limiting the generality of the foregoing, the treasurer shall have
charge of and be responsible for the maintenance of adequate books of account
for the corporation and shall have charge and custody of all funds and
securities of the corporation and be responsible therefor and for the receipt
and disbursement thereof. If required by the board of directors, the treasurer
shall give a bond for the

                                     - 14 -

<PAGE>

faithful discharge of his or her duties in such sum and with such surety or
sureties as the board of directors may determine.

         Section 5.8      Secretary. The secretary shall perform all duties
incident to the office of secretary and such other duties as from time to time
may be assigned by the board of directors or president. Without limiting the
generality of the foregoing, the secretary shall (a) record the minutes of the
meetings of the stockholders and the board of directors in one or more books
provided for that purpose and shall include in such books the actions by written
consent of the stockholders and the board of directors; (b) see that all notices
are duly given in accordance with the provisions of these by-laws or as required
by statute; (c) be the custodian of the corporate records and the seal of the
corporation; (d) keep a register of the post office address of each stockholder
which shall be furnished to the secretary by such stockholder; (e) sign with the
president, or a vice president, or any other officer thereunto authorized by the
board of directors, certificates for shares of stock of the corporation (the
issue of which shall have been authorized by the board of directors), and any
contracts, deeds, mortgages, bonds, or other instruments which the board of
directors has authorized, and may (without previous authorization by the board
of directors) sign with such other officers as aforesaid such contracts and
other instruments as the conduct of the corporation's business in its ordinary
course requires, in each case according to the requirements of the form of the
instrument, except when a different mode of execution is expressly prescribed by
the board of directors; and (f) have general charge of the stock transfer books
of the corporation.

         Section 5.9      Assistant Treasurers And Assistant Secretaries. The
assistant treasurers and assistant secretaries, if appointed, shall perform such
duties as shall be assigned to them by the treasurer, in the case of assistant
treasurers, or the secretary, in the case of assistant secretaries, or by the
board of directors or president in either case. Each assistant secretary may
sign with the president, or a vice president, or any other officer thereunto
authorized by the board of directors, certificates for shares of stock of the
corporation (the issue of which shall have been authorized by the board of
directors), and any

                                     - 15 -

<PAGE>

contracts, deeds, mortgages, bonds, or other instruments which the board of
directors has authorized, and may (without previous authorization by the board
of directors) sign with such other officers as aforesaid such contracts and
other instruments as the conduct of the corporation's business in its ordinary
course requires, in each case according to the requirements of the form of the
instrument, except when a different mode of execution is expressly prescribed by
the board of directors. The assistant treasurers shall, if required by the board
of directors, give bonds for the faithful discharge of their duties in such sums
and with such sureties as the board of directors shall determine.

                                    ARTICLE 6

                                 INDEMNIFICATION

         Section 6.1      Indemnification Of Directors And Officers. The
corporation shall, to the fullest extent to which it is empowered to do so by
the General Corporation Law of Delaware or any other applicable laws, as may
from time to time be in effect, 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, by
reason of the fact that such person is or was a director or officer of the
corporation, or is or was serving at the request of the corporation as a
director or officer of another corporation, partnership, joint venture, trust or
other enterprise, against all expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding.

         Section 6.2      Advancement of Expenses. Expenses incurred by an
officer or director of the corporation in defending a civil or criminal action,
suit or proceeding shall 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 be
ultimately determined that he or she is not entitled to be indemnified as
authorized by the General Corporation Law of Delaware, as amended.

                                     - 16 -

<PAGE>

         Section 6.3      Contract With The Corporation. The provisions of this
Article 6 shall be deemed to be a contract between the corporation and each
person who serves as such officer or director in any such capacity at any time
while this Article and the relevant provisions of the General Corporation Law of
Delaware, as amended, or other applicable laws, if any, are in effect, and any
repeal or modification of any such law or of this Article 6 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 or threatened based in whole or in part upon any such state of facts.

         Section 6.4      Indemnification Of Employees And Agents. Persons who
are not covered by the foregoing provisions of this Article 6 and who are or
were employees or agents of the corporation, or are or were serving at the
request of the corporation as employees or agents of another corporation,
partnership, joint venture, trust or other enterprise, may be indemnified to the
extent authorized at any time or from time to time by the board of directors.

         Section 6.5      Other Rights Of Indemnification. The indemnification
and the advancement of expenses provided or permitted by this Article 6 shall
not be deemed exclusive of any other rights to which those indemnified may be
entitled by law or otherwise, and shall 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 person.

                                    ARTICLE 7

                       LIMITATION ON DIRECTOR'S LIABILITY

         The personal liability for monetary damages to the corporation or its
stockholders of a person who serves as a director of the corporation shall be
limited if and to the extent provided at the time in the certificate of
incorporation of the corporation, as then amended.

                                     - 17 -

<PAGE>

                                    ARTICLE 8

                    CERTIFICATES OF STOCK AND THEIR TRANSFER

         Section 8.1      Form And Execution Of Certificates. Every holder of
stock in the corporation shall be entitled to have a certificate signed by, or
in the name of, the corporation by the president or a vice president and by the
secretary or an assistant secretary of the corporation, certifying the number of
shares owned. Such certificates shall be in such form as may be determined by
the board of directors. During the period while more than one class of stock of
the corporation is authorized there will be set forth on the face or back of the
certificates which the corporation shall issue to represent each class or series
of stock a statement that the corporation will furnish, without charge to each
stockholder who so requests, the designations, preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights. In case any officer, transfer agent or registrar of the
corporation who has signed, or whose facsimile signature has been placed upon,
any such certificate shall have ceased to be such officer, transfer agent or
registrar of the corporation before such certificate is issued by the
corporation, such certificate may nevertheless be issued and delivered by the
corporation with the same effect as if the officer, transfer agent or registrar
who signed, or whose facsimile signature was placed upon, such certificate had
not ceased to be such officer, transfer agent or registrar of the corporation.

         Section 8.2      Replacement Certificates. The board of directors may
direct a new certificate to be issued in place of any certificate evidencing
shares of stock of the corporation theretofore issued by the corporation alleged
to have been lost, stolen or destroyed, upon the making of an affidavit of the
fact by the person claiming the certificate to be lost, stolen or destroyed.
When authorizing such issue of a new certificate, the board of directors may, in
its discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate, or his legal
representative, to advertise the

                                     - 18 -

<PAGE>

same in such manner as it shall require and may require such owner to give the
corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the corporation with respect to the certificate alleged
to have been lost, stolen or destroyed. The board of directors may delegate its
authority to direct the issuance of replacement stock certificates to the
transfer agent or agents of the corporation upon such conditions precedent as
may be prescribed by the board.

         Section 8.3      Transfers Of Stock. Upon surrender to the corporation
or the transfer agent of the corporation of a certificate for shares of stock of
the corporation duly endorsed or accompanied by proper evidence of succession,
assignment, or other authority to transfer, it shall be the duty of the
corporation to issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its books, provided the
corporation or a transfer agent of the corporation shall not have received a
notification of adverse interest and that the conditions of Section 8-401 of
Title 6 of the Delaware Code have been met.

         Section 8.4      Registered Stockholders. The corporation shall be
entitled to treat the holder of record (according to the books of the
corporation) of any share or shares of its stock as the holder in fact thereof
and shall not be bound to recognize any equitable or other claim to or interest
in such share or shares on the part of any other party whether or not the
corporation shall have express or other notice thereof, except as expressly
provided by the laws of the State of Delaware.

                                    ARTICLE 9

                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

         Section 9.1      Contracts. The board of directors may authorize any
officer or officers, or agent or agents, to enter into any contract or execute
and deliver any instrument in the name of and on behalf of

                                     - 19 -

<PAGE>

the corporation, and such authority may be general or confined to specific
instances; provided, however, that this Section 9.1 shall not be a limitation on
the powers of office granted under Article 5 of these by-laws.

         Section 9.2      Loans. No loans shall be contracted on behalf of the
corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the board of directors. Such authority may be
general or confined to specific instances.

         Section 9.3      Checks, Drafts And Other Instruments. All checks,
drafts or other orders for the payment of money and all notes or other evidences
of indebtedness issued in the name of the corporation shall be signed by such
officer or officers or such agent or agents of the corporation and in such
manner as from time to time may be determined by the resolution of the board of
directors or by an officer or officers of the corporation designated by the
board of directors to make such determination.

         Section 9.4      Deposits. All funds of the corporation not otherwise
employed shall be deposited from time to time to the credit of the corporation
in such banks, trust companies or other depositaries as the board of directors,
or an officer or officers designated by the board of directors, may select.

                                   ARTICLE 10

                            MISCELLANEOUS PROVISIONS

         Section 10.1     Dividends. Subject to any provisions of any
applicable statute or of the certificate of incorporation, dividends may be
declared upon the capital stock of the corporation by the board of directors at
any regular or special meeting thereof; and such dividends may be paid in cash,
property or shares of stock of the corporation.

         Section 10.2     Reserves. Before payment of any dividends, there may
be set aside out of any funds of the corporation available for dividends such
sum or sums as the board of directors from time to

                                     - 20 -

<PAGE>

time, in its discretion, determines to be proper as a reserve or reserves to
meet contingencies, or for equalizing dividends, or for repairing or maintaining
any property of the corporation, or for such other purpose as the board of
directors shall determine to be conducive to the interests of the corporation,
and the directors may modify or abolish any such reserve in the manner in which
it was created.

         Section 10.3     Voting Stock Of Other Corporations. In the absence of
specific action by the board of directors, the president shall have authority to
represent the corporation and to vote, on behalf of the corporation, the
securities of other corporations, both domestic and foreign, held by the
corporation.

         Section 10.4     Fiscal Year. The fiscal year of the corporation shall
begin on the first day of January in each year and end on the last day of the
next following December.

         Section 10.5     Seal. The corporate seal shall have inscribed thereon
the name of the corporation and the words "Corporate Seal, Delaware". The seal
may be used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise applied.

         Section 10.6     Severability. If any provision of these by-laws, or
its application thereof to any person or circumstances, is held invalid, the
remainder of these by-laws and the application of such provision to other
persons or circumstances shall not be affected thereby.

         Section 10.7     Amendment. These by-laws may be amended or repealed,
or new by-laws may be adopted, by the board of directors of the corporation.
These by-laws may also be amended or repealed, or new by-laws may be adopted, by
action taken by the stockholders of the corporation.

                                     - 21 -