Exhibit 3.2


                                 RESTATED BYLAWS

                                       OF

                              PANAMSAT CORPORATION

                                    ARTICLE I

                                  Stockholders

                  SECTION   1.1.   Annual   Meetings.   An  annual   meeting  of
stockholders  shall be held for the election of directors at such date, time and
place,  either within or without the State of Delaware,  as may be designated by
resolution  of the  Board of  Directors  from  time to time.  Any  other  proper
business may be transacted at the annual meeting.

                  SECTION   1.2.   Special   Meetings.   Special   meetings   of
stockholders  for any purpose or purposes may be called at any time by the Board
of  Directors,  or by a committee of the Board of  Directors  that has been duly
designated by the Board of Directors and whose powers and authority, as provided
in a  resolution  of the  Board of  Directors,  include  the  power to call such
meetings,  but such  special  meetings  may not be called by any other person or
persons.

                  SECTION 1.3.  Notice of Meetings.  Whenever  stockholders  are
required or permitted to take any action at a meeting,  a written  notice of the
meeting shall be given that shall state the place,  date and hour of the meeting
and, in the case of a special  meeting,  the  purpose or purposes  for which the
meeting  is  called.  Unless  otherwise  provided  by law,  the  certificate  of
incorporation or these Bylaws,  the written notice of any meeting shall be given
not less than ten (10) nor more than  sixty  (60)  days  before  the date of the
meeting to each stockholder  entitled to vote at such meeting.  If mailed,  such
notice  shall be deemed to be given when  deposited  in the United  States mail,
postage prepaid, directed to the stockholder at his address as it appears on the
records of the Corporation.

                  SECTION 1.4. Adjournments. Any meeting of stockholders, annual
or special, may adjourn from time to time to reconvene at the same or some other
place,  and notice need not be given of any such  adjourned  meeting if the time
and place  thereof  are  announced  at the meeting at which the  adjournment  is
taken. At the adjourned  meeting the Corporation may transact any business which
might have been  transacted at the

<PAGE>


original  meeting.  If the  adjournment is for more than thirty (30) days, or if
after the  adjournment  a new record  date is fixed for the  adjourned  meeting,
notice of the  adjourned  meeting shall be given to each  stockholder  of record
entitled to vote at the meeting.

                  SECTION 1.5. Quorum.  Except as otherwise provided by law, the
certificate of  incorporation  or these Bylaws,  at each meeting of stockholders
the  presence in person or by proxy of the  holders of shares of stock  having a
majority  of the votes  which  could be cast by the  holders of all  outstanding
shares  of  stock  entitled  to vote  at the  meeting  shall  be  necessary  and
sufficient to constitute a quorum.  Where a separate vote by a series,  class or
classes is required, a majority of the outstanding shares of stock of such class
or classes on any particular  issue,  present in person or represented by proxy,
shall be necessary  and  sufficient  to constitute a quorum for purposes of such
issue. In the absence of a quorum,  the stockholders so present may, by majority
vote,  adjourn the meeting  from time to time in the manner  provided in Section
1.4 of these  Bylaws  until a  quorum  shall  attend.  Shares  of its own  stock
belonging to the  Corporation  or to another  corporation,  if a majority of the
shares  entitled to vote in the election of directors of such other  corporation
is held, directly or indirectly,  by the Corporation,  shall neither be entitled
to vote  nor be  counted  for  quorum  purposes;  provided,  however,  that  the
foregoing shall not limit the right of the Corporation to vote stock,  including
but not limited to its own stock, held by it in a fiduciary capacity.

                  SECTION 1.6.  Organization.  Meetings of stockholders shall be
presided  over by the  Chairman  of the Board,  if any, or in his absence by the
President,  or in his absence by an Executive Vice President,  or in the absence
of the foregoing persons by a chairman designated by the Board of Directors,  or
in the absence of such  designation  by a chairman  chosen at the  meeting.  The
Secretary shall act as secretary of the meeting, but in his absence the chairman
of the meeting may appoint any person to act as secretary  of the  meeting.  The
chairman of the meeting shall announce at the meeting of  stockholders  the date
and time of the  opening  and the closing of the polls for each maker upon which
the stockholders will vote.

                  SECTION 1.7. Voting;  Proxies.  Each  stockholder  entitled to
vote at any meeting of stockholders shall be entitled to one vote for each share
of stock  held by such  stockholder  which has  voting  power upon the matter in
question.  At all  meetings of  stockholders  for the election of  directors,  a
plurality of the votes cast shall be sufficient  to elect a director.  All other
elections and questions shall, unless otherwise provided by law, the certificate
of incorporation, these Bylaws or the rules or regulations of any stock exchange
applicable to the Corporation, be decided by the affirmative vote of the holders
of  shares  of stock  having a  majority  of the  votes  present  in  person  or
represented by proxy and entitled to vote thereon.  Each stockholder entitled to
vote at a meeting of

                                      2

<PAGE>


stockholders  may authorize  another  person or persons to act for him by proxy,
but no such proxy  shall be voted or acted upon after three years from its date,
unless the proxy provides for a longer  period.  A proxy shall be irrevocable if
it states that it is irrevocable and if, and only as long as, it is coupled with
an interest sufficient in law to support an irrevocable power. A stockholder may
revoke any proxy which is not irrevocable by attending the meeting and voting in
person or by filing an instrument in writing revoking the proxy or by delivering
a proxy in accordance  with applicable law bearing a later date to the Secretary
of the  Corporation.  Voting at meetings of stockholders  need not be by written
ballot.

                  SECTION 1.8. Fixing Date for  Determination of Stockholders of
Record. In order that the Corporation may determine the stockholders entitled to
notice of or to vote at any meeting of stockholders or any adjournment  thereof,
or  entitled  to  receive  payment  of any  dividend  or other  distribution  or
allotment  of any rights,  or entitled to exercise  any rights in respect of any
change,  conversion  or exchange of stock or for the purpose of any other lawful
action,  the Board of Directors  may fix a record date,  which record date shall
not precede the date upon which the resolution fixing the record date is adopted
by  the  Board  of  Directors  and  which  record  date:  (i)  in  the  case  of
determination of stockholders entitled to vote at any meeting of stockholders or
adjournment  thereof,  shall, unless otherwise required by law, not be more than
sixty nor less than ten (10) days before the date of such  meeting;  and (ii) in
the case of any other  action,  shall not be more than  sixty (60) days prior to
such  other  action.  If no  record  date is  fixed:  (i) 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 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; and (ii) the record
date for determining stockholders for any other purpose shall be at the close of
business  on the day on which  the  Board of  Directors  adopts  the  resolution
relating  thereto.  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 adjured meeting.

                  SECTION  1.9.  List of  Stockholders  Entitled  to  Vote.  The
Secretary shall prepare and make, at least ten (10) days before every meeting of
stockholders,  a  complete  list  of the  stockholders  entitled  to vote at the
meeting,  arranged  in  alphabetical  order,  and  showing  the  address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any  stockholder,  for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten (10) days prior to the meeting,  either at a place within the city where the
meeting  is to be held,  which  place  shall be  specified  in the notice of the
meeting,  or if not so

                                       3
<PAGE>


specified,  at the place where the meeting is to be held. The list shall also be
produced  and kept at the time and place of the  meeting  during  the whole time
thereof and may be inspected by any stockholder who is present.

                  SECTION  1.10.   Stock   Ledger.   The  stock  ledger  of  the
Corporation  shall be the only evidence as to who are the stockholders  entitled
to examine the stock ledger, the list required by Section 1.9 of this ARTICLE I,
or to vote in person or by proxy at any meeting of stockholders.

                  SECTION 1.11.  Conduct of Meetings.  The Board of Directors of
the  Corporation  may adopt by  resolution  such rules and  regulations  for the
conduct of the meeting of stockholders as it shall deem  appropriate.  Except to
the extent  inconsistent with such rules and regulations as adopted by the Board
of Directors,  the chairman of any meeting of stockholders  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  appropriate for the proper
conduct of the meeting. Such rules,  regulations or procedures,  whether adopted
by the Board of Directors  or  prescribed  by the  chairman of the meeting,  may
include,  without limitation,  the following: (i) the establishment of an agenda
or order of business for the meeting;  (ii) rules and procedures for maintaining
order at the  meeting  and the safety of those  present;  (iii)  limitations  on
attendance at or  participation  in the meeting to stockholders of record of the
Corporation, their duly authorized and constituted proxies or such other persons
as the chairman of the meeting shall  determine:  (iv)  restrictions on entry to
the  meeting  after  the  time  fixed  for  the  commencement  thereof;  and (v)
limitations  on the time  allotted to  questions  or  comments by  participants.
Unless and to the extent  otherwise  determined by the Board of Directors or the
chairman of the meeting,  meetings of  stockholders  shall not be required to be
held in accordance with the rules of parliamentary procedure.

                  SECTION 1.12.  Advance Notice of Stockholder Nominations and
Business.

                  (A)      Annual Meetings of Stockholders.

                           (1)  Nominations of persons for election to the Board
         of  Directors  and the  proposal of business  to be  considered  by the
         stockholders  may be made at an  annual  meeting  of  stockholders  (a)
         pursuant  to the  Corporation's  notice  of  meeting,  (b) by or at the
         direction of the Board of Directors  or (c) by any  stockholder  of the
         Corporation  who was a  stockholder  of record at the time of giving of
         notice  provided  for in this  Bylaw,  who is  entitled  to vote at the
         meeting  and  complies  with the  notice  procedures  set forth in this
         Bylaw.

                                       4

<PAGE>


                           (2) For  nominations or other business to be properly
         brought  before an annual  meeting by a stockholder  pursuant to clause
         (c) of paragraph  (A)(l) of this Bylaw, the stockholder must have given
         timely notice  thereof in writing to the  Secretary of the  Corporation
         and  such  other  business  must  otherwise  be  a  proper  matter  for
         stockholder  action.  To be timely,  a  stockholder's  notice  shall be
         delivered to the  Secretary at the principal  executive  offices of the
         Corporation  not later than the close of  business  on the 60th day nor
         earlier  than the close of  business on the 90th day prior to the first
         anniversary of the preceding year's annual meeting; provided,  however,
         that in the  event  that the date of the  annual  meeting  is more than
         thirty  (30) days  before  or more than  sixty  (60)  days  after  such
         anniversary  date,  notice by the  stockholder  to be timely must be so
         delivered  not earlier than the close of business on the 90th day prior
         to such annual  meeting and not later than the close of business on the
         later of the 60th day  prior  to such  annual  meeting  or the 10th day
         following  the day on  which  public  announcement  of the date of such
         meeting is first made by the Corporation.  In no event shall the public
         announcement of an adjournment of an annual meeting commence a new time
         period for the giving of a  stockholder's  notice as  described  above.
         Such  stockholder's  notice  shall set forth (a) as to each person whom
         the  stockholder  proposes to nominate for election or re-election as a
         director all information relating to such person that is required to be
         disclosed in  solicitations  of proxies for election of directors in an
         election contest,  or is otherwise  required,  in each case pursuant to
         Regulation  14A under the  Securities  Exchange Act of 1934, as amended
         (the  "Exchange  Act")  and  Rule  14a-11  thereunder  (including  such
         person's  written  consent to being named in the proxy  statement  as a
         nominee and to serving as a director if  elected);  (b) as to any other
         business that the stockholder  proposes to bring before the meeting,  a
         brief  description  of the  business  desired to be brought  before the
         meeting,  the reasons for  conducting  such business at the meeting and
         any  material  interest in such  business of such  stockholder  and the
         beneficial owner, if any, on whose behalf the proposal is made; and (c)
         as to the  stockholder  giving the notice and the beneficial  owner, if
         any, on whose  behalf the  nomination  or proposal is made (i) the name
         and address of such  stockholder,  as they appear on the  Corporation's
         books,  and of such  beneficial  owner,  (ii) the class  and  number of
         shares of the Corporation which are owned beneficially and of record by
         such  stockholder  and such  beneficial  owner,  and (iii)  whether the
         proponent  intends  or is part  of a group  which  intends  to  solicit
         proxies  from  other  stockholders  in  support  of  such  proposal  or
         nomination.

                           (3)  Notwithstanding  anything in the second sentence
         of paragraph  (A)(2) of this Bylaw to the  contrary,  in the event that
         the number of  directors to be elected to the Board of Directors of the
         Corporation  is increased

                                       5
<PAGE>


         and there is no public  announcement by the  Corporation  naming all of
         the nominees for director or specifying the size of the increased Board
         of Directors at least seventy (70) days prior to the first  anniversary
         of the preceding year's annual meeting, a stockholder's notice required
         by this Bylaw shall also be considered timely, but only with respect to
         nominees for any new positions created by such increase, if it shall be
         delivered to the  Secretary at the principal  executive  offices of the
         Corporation  not  later  than  the  close of  business  on the 10th day
         following  the day on which such public  announcement  is first made by
         the Corporation.

                  (B) Special Meetings of Stockholders. Only such business shall
be conducted  at a special  meeting of  stockholders  as shall have been brought
before the meeting pursuant to the Corporation's notice of meeting.  Nominations
of  persons  for  election  to the Board of  Directors  may be made at a special
meeting of  stockholders  at which  directors are to be elected  pursuant to the
Corporation's  notice  of  meeting  (a) by or at the  direction  of the Board of
Directors  or (b)  provided  that the Board of  Directors  has  determined  that
directors  shall  be  elected  at  such  meeting,  by  any  stockholder  of  the
Corporation  who is a  stockholder  of  record  at the time of  giving of notice
provided for in this Bylaw, who shall be entitled to vote at the meeting and who
complies with the notice  procedures  set forth in this Bylaw.  In the event the
Corporation  calls a special meeting of stockholders for the purpose of electing
one or more  directors  to the  Board of  Directors,  any such  stockholder  may
nominate  a  person  or  persons  (as the  case  may be)  for  election  to such
position(s)  as  specified  in  the  Corporation's  notice  of  meeting,  if the
stockholder's  notice  required  by  paragraph  (A)(2)  of this  Bylaw  shall be
delivered to the Secretary at the principal executive offices of the Corporation
not earlier  than the close of  business  on the 90th day prior to such  special
meeting  and not later than the close of  business  on the later of the 60th day
prior to such special meeting, or the 10th day following the day on which public
announcement  is  first  made of the  date  of the  special  meeting  and of the
nominees proposed by the Board of Directors to be elected at such meeting. In no
event  shall the public  announcement  or an  adjournment  of a special  meeting
commence a new time period for the giving of a stockholder's notice as described
above.

                  (C)      General.

                           (1) Only such persons who are nominated in accordance
         with the  procedures set forth in this Bylaw shall be eligible to serve
         as directors and only such business  shall be conducted at a meeting of
         stockholders   as  shall  have  been  brought  before

                                       6
<PAGE>


         the meeting in accordance  with the procedures set forth in this Bylaw.
         Except as otherwise  provided by law, the certificate of  incorporation
         or these  Bylaws,  the chairman of the meeting shall have the power and
         duty to determine  whether a nomination or any business  proposed to be
         brought before the meeting was made or proposed, as the case may be, in
         accordance  with the  procedures  set forth in this Bylaw  and,  if any
         proposed  nomination or business is not in compliance  with this Bylaw,
         to  declare  that  such  defective  proposal  or  nomination  shall  be
         disregarded.

                           (2) For purposes of this Bylaw, "public announcement"
         shall mean disclosure in a press release reported by the Dow Jones News
         Service,  Associated Press or comparable  national news service or in a
         document  publicly  filed by the  Corporation  with the  Securities and
         Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange
         Act.

                           (3) Notwithstanding the foregoing  provisions of this
         Bylaw, a stockholder shall also comply with all applicable requirements
         of the  Exchange  Act and the rules  and  regulations  thereunder  with
         respect to the matters  set forth in this Bylaw.  Nothing in this Bylaw
         shall be deemed to affect  any rights  (i) of  stockholders  to request
         inclusion of proposals in the Corporation's proxy statement pursuant to
         Rule 14a-8 under the  Exchange Act or (ii) of the holders of any series
         of Preferred Stock to elect directors under specified circumstances.

                  SECTION  1.13.  Stockholder  Action.  Any action  required  or
permitted to be taken by any stockholders of the Corporation must be effected at
a duly  called  annual or special  meeting of such  stockholders  and may not be
effected by any  consent in writing by such  stockholders.  Except as  otherwise
required by law,  special  meetings of  stockholders  of the  Corporation may be
called only by the Board of  Directors  pursuant to a  resolution  approved by a
majority of the entire Board of Directors.

                  SECTION 1.14.  Inspectors of Election.  The Corporation shall,
in advance of any meeting of  stockholders,  appoint one or more  inspectors  of
election, who may be employees of the Corporation,  to act at the meeting or any
adjournment  thereof and to make a written report  thereof.  The Corporation may
designate  one or more persons as alternate  inspectors to replace any inspector
who fails to act. In the event that no inspector so appointed or  designated  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 to execute faithfully the duties of inspector with strict  impartiality and
according to the best of his or her ability.  The  inspector  or  inspectors  so
appointed  or  designated  shall (i)  ascertain  the number of shares of capital
stock of the  Corporation  outstanding  and the voting power of each such share,
(ii) determine the shares of capital stock of the Corporation represented at the
meeting  and the  validity  of proxies  and  ballots,  (iii) count all votes and
ballots,  (iv)  determine  and  retain for a  reasonable  period a record of the

                                       7

<PAGE>


disposition of any challenges made to any  determination by the inspectors,  and
(v) certify their  determination of the number of shares of capital stock of the
Corporation  represented at the meeting and such inspectors'  count of all votes
and ballots.  Such certification and report shall specify such other information
as may be required by law. In  determining  the validity and counting of proxies
and  ballots  cast  at any  meeting  of  stockholders  of the  Corporation,  the
inspectors may consider such  information as is permitted by applicable  law. No
person who is a candidate for an office at an election may serve as an inspector
at such election.

                                   ARTICLE II

                               Board of Directors

                  SECTION 2.1.  Number;  Qualifications.  The Board of Directors
shall consist of one or more members,  the number  thereof  to be  determined
from time to time by resolution of the Board of Directors.  Directors need not
be stockholders.

                  SECTION 2.2. Election; Resignation; Removal; Vacancies. At the
first annual meeting of stockholders and at each annual meeting thereafter,  the
stockholders  shall elect directors each of whom shall hold office for a term of
one year or until  his  successor  is  elected  and  qualified.  The  number  of
directors  constituting  the initial Board of Directors shall be ten. Subject to
the rights of holders of any series of Preferred  Stock to elect directors under
specified  circumstances,  the number of directors  may be modified from time to
time exclusively by the Board of Directors pursuant to a resolution adopted by a
majority of the total number of directors  which the  Corporation  would have if
there were no vacancies. Any director may resign at any time upon written notice
to the Corporation.  Any newly created  directorship or any vacancy occurring in
the  Board of  Directors  for any  cause  may be  filled  by a  majority  of the
remaining members of the Board of Directors, although such majority is less than
a quorum, or by a plurality of the votes cast at a meeting of stockholders,  and
each director so elected  shall hold office until the  expiration of the term of
office of the director  whom he has  replaced or until his  successor is elected
and qualified.

                  SECTION 2.3. Regular  Meetings.  Regular meetings of the Board
of Directors  may be held at such places within or without the State of Delaware
and at such times as the Board of Directors may from time to time determine, and
if so determined notices thereof need not be given.

                                       8
<PAGE>


                  SECTION 2.4. Special  Meetings.  Special meetings of the Board
of  Directors  may be held at any time or place  within or without  the State of
Delaware whenever called by the President, any Vice President, the Secretary, or
by any  member of the Board of  Directors.  Notice of a special  meeting  of the
Board of Directors  shall be given by the person or persons  calling the meeting
at least twenty-four hours before the special meeting.

                  SECTION 2.5.  Telephonic  Meetings  Permitted.  Members of the
Board of Directors,  or any committee designated by the Board of Directors,  may
participate  in a meeting  thereof by means of  conference  telephone or similar
communications  equipment  by means of which all  persons  participating  in the
meeting can hear each other,  and  participation  in a meeting  pursuant to this
Bylaw shall constitute presence in person at such meeting.

                  SECTION 2.6. Quorum; Vote Required for Action. At all meetings
of the Board of  Directors  a majority  of the whole  Board of  Directors  shall
constitute a quorum for the  transaction of business.  The vote of a majority of
the directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors.

                  SECTION 2.7. Organization.  Meetings of the Board of Directors
shall be presided  over by the Chairman of the Board,  if any, or in his absence
by the President,  or in their absence by a chairman chosen at the meeting.  The
Secretary shall act as secretary of the meeting, but in his absence the chairman
of the meeting may appoint any person to act as secretary of the meeting.

                  SECTION 2.8.  Informal Action by Directors.  Unless  otherwise
restricted by the  certificate  of  incorporation  or these  Bylaws,  any action
required or permitted to be taken at any meeting of the Board of  Directors,  or
of any committee  thereof,  may be taken without a meeting if all members of the
Board of Directors or such  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 of Directors or such committee.

                                   ARTICLE Ill

                                   Committees

                  SECTION 3.1. Committees.  The Board of Directors shall appoint
the committees  provided for in these Bylaws in Sections 3.2 and 3.3 and may, by
resolution  passed by the Board of Directors,  designate one or more  additional
committees,  each  committee  to consist of one or more of the  directors of the
Corporation.  The Board of

                                       9

<PAGE>



Directors  may  designate  one or more  directors  as  alternate  members of any
committee,  who may replace any absent or disqualified  member at any meeting of
the committee.  In the absence or disqualification of a member of the committee,
the member or members thereof present at any meeting and not  disqualified  from
voting,  whether or not he or they constitute a quorum, may unanimously  appoint
another  member of the Board of  Directors to act at the meeting in place of any
such absent or disqualified member. Any such committee,  to the extent permitted
by law and to the extent  provided in the  resolution of the Board of Directors,
shall  have and may  exercise  all the  powers  and  authority  of the  Board of
Directors in the management of the business and affairs of the Corporation,  and
may authorize the seal of the  Corporation to be affixed to all papers which may
require it.

                  Section 3.2  Compensation and Nominating Committee.

                  (a) At each  annual  meeting  of the Board of  Directors,  the
Board of Directors  shall,  by a resolution  adopted by the Board of  Directors,
designate and appoint from its members a Compensation  and Nominating  Committee
consisting of three or more directors,  each of whom shall be a  "disinterested"
person.

(b) The  Compensation  Committee and Nominating  Committee shall have the powers
  and responsibilities designated by the Board of Directors from time to time.

(c)                    Action taken by the Compensation and Nominating Committee
                       or at a meeting duly called shall require the affirmative
                       vote of at least a majority of its members.

                  SECTION 3.3.  Audit Committee.

                  (a) At each  annual  meeting  of the Board of  Directors,  the
Board of Directors  shall,  by a resolution  adopted by the Board of  Directors,
designate  and appoint from its members an Audit  Committee  and the Board shall
designate the Chairman of the Committee.  The Audit Committee shall be comprised
of a minimum of three directors, each of whom is financially literate or becomes
financially  literate  within  a  reasonable  period  of time  after  his or her
appointment  to the  Audit  Committee,  and at least  one  member  of the  Audit
Committee must have accounting or related financial  management  expertise.  The
Audit Committee shall be comprised  solely of independent  directors,  except as
otherwise  permitted  below.  Directors shall be considered  independent if they
have no relationship to the corporation  that may interfere with the exercise of
their

                                       10

<PAGE>



independence  from  management of the  corporation  as same may be determined in
accordance with the rules of the Nasdaq or such securities exchange on which the
corporation's  common  stock  is  listed.  Notwithstanding  the  foregoing,  one
director  who is not  independent  and who is not an  employee  or an  immediate
family  member of an employee  may be  appointed  to the Audit  Committee if the
Board, under exceptional and limited  circumstances,  determines that membership
on the  Committee  by the  individual  is required by the best  interests of the
corporation and its  stockholders,  and the Board discloses,  in the next annual
report to  stockholders  subsequent  to such  determination,  the  nature of the
relationship and the reasons for that determination..

                  (b)  The  Audit   Committee   shall   have  the   powers   and
responsibilities  as designated by the Board of Directors from time to time, and
those  responsibilities  shall  be set  forth  in a  Statement  Of  The  Duties,
Responsibilities And Activities Of The Committee which statement shall represent
the charter of the Committee.

                  SECTION 3.4.  Committee  Rules.  Unless the Board of Directors
otherwise  provides,  each  committee  designated  by the Board of Directors may
make, alter and repeal rules for the conduct of its business.  In the absence of
such rules each  committee  shall conduct its business in the same manner as the
Board of Directors conducts its business pursuant to ARTICLE 11 of these Bylaws.

                                   ARTICLE IV

                                    Officers

                  SECTION 4.1.  Executive  Officers;  Election;  Qualifications;
Term of Office;  Resignation;  Removal;  Vacancies. The Board of Directors shall
elect a  President  and  Secretary,  and it may, if it so  determines,  choose a
Chairman of the Board from among its members.  The Board of  Directors  may also
choose a Chief Operating Officer, one or more Executive Vice Presidents,  one or
more Senior Vice Presidents,  one or more Vice Presidents, one or more Assistant
Secretaries, a Treasurer and one or more Assistant Treasurers. Each such officer
shall hold office until the first  meeting of the Board of  Directors  after the
annual  meeting of  stockholders  next  succeeding  his election,  and until his
successor is elected and qualified or until his earlier  resignation or removal.
Any officer may resign at any time upon written notice to the  Corporation.  The
Board of Directors may remove any officer with or without cause at any time, but
such  removal  shall be  without  prejudice  to the  contractual  rights of such
officer, if any, with the Corporation.  Any number of offices may be held by the
same person.  Any vacancy  occurring in any office of the  Corporation by death,
resignation, removal or otherwise

                                       11
<PAGE>



may be filled for the unexpired portion of the term by the Board of Directors at
any regular or special meeting.

                  SECTION  4.2.  Powers and Duties of  Executive  Officers.  The
officers of the Corporation  shall have such powers and duties in the management
of  the  Corporation  as may be  prescribed  in a  resolution  by the  Board  of
Directors  and, to the extent not so  provided,  as  generally  pertain to their
respective offices, subject to the control of the Board of Directors.

                  SECTION 4.3.  Chairman of the Board. The Chairman of the Board
shall be a member of the Board of Directors. He shall preside at each meeting of
the Board of  Directors  or the  stockholders.  Unless the  Chairman  also holds
another office described in these Bylaws, he shall be a non-executive officer of
the Corporation.

                  SECTION 4.4. The President.  The President  shall be the chief
executive  officer of the Corporation.  He shall, in the absence of the Chairman
of the  Board,  preside  at  each  meeting  of the  Board  of  Directors  or the
stockholders. The President shall be responsible for the general supervision and
control of the business and affairs of the Corporation, subject to the direction
of the Board of Directors.  The President may sign or countersign  certificates,
contracts,  agreements  and other  documents and  instruments in the name and on
behalf of the Corporation,  unless and except to the extent that any document or
instrument  is  required  by law or by the  Board of  Directors  to be signed or
countersigned by another officer of the  Corporation.  The President may appoint
additional  officers that are not executive  officers  described in these Bylaws
(unless  such  appointments  are approved by the Board of  Directors),  and such
additional  officers  shall  serve  the  Corporation  at the  discretion  of the
President.  The President shall perform all duties incident to the office of the
President,  and such other duties as may from time to time be assigned to him by
the Board of Directors.

                  SECTION 4.5.  Chief  Operating  Officer.  The Chief  Operating
Officer shall report to the President and shall be  responsible  for  day-to-day
management of the sales,  operations and strategic activities of the Corporation
and  such  other  duties  as may  from  time to time be  assigned  to him by the
President or the Board of Directors.  At the request of the President, or in his
absence or in the event of his inability or refusal to act, the Chief  Operating
Officer shall  perform the duties of the  President,  and when so acting,  shall
have the powers of and be subject to the restrictions  placed upon the President
in respect of the performance of such duties.

                  SECTION 4.6.  Executive  Vice  President.  Each Executive Vice
President  shall perform all such duties as from time to time may be assigned to
him by the Board of

                                       12

<PAGE>



Directors  or the  President.  At the  request  of the  President  or the  Chief
Operating  Officer or in his absence or in the event of his inability or refusal
to act, the Executive  Vice  President,  or if there shall be more than one, the
Executive Vice Presidents in the order  determined by the Board of Directors (or
if there be no such  determination,  then the Executive  Vice  Presidents in the
order of their  appointment),  shall  perform the duties of the Chief  Operating
Officer,  and when so  acting,  shall  have the  powers of and be subject to the
restrictions  placed  upon  the  Chief  Operating  Officer  in  respect  of  the
performance of such duties.

                  SECTION 4.7. Senior Vice President. Each Senior Vice President
shall perform all such duties as from time to time may be assigned to him by the
Board of Directors or the President.  There shall be no duties that are incident
to the  office  of the  Senior  Vice  President,  other  than  those  which  are
specifically assigned by the Board of Directors or the President.  A Senior Vice
President may not sign or countersign  certificates,  contracts,  agreements and
other  documents and  instruments in the name and on behalf of the  Corporation,
unless and except to the extent that the Board of Directors or President assigns
such responsibility to such officer.

                   SECTION 4.8. Chief  Financial  Officer.  The Chief  Financial
Officer shall be responsible  for the financial  affairs of the  Corporation and
shall be the chief accounting  officer for public  securities  purposes.  If the
Chief Financial  Officer is not also the Treasurer of the Corporation,  he shall
be responsible for the supervision of the Treasurer. He shall perform all duties
incident to the office of Chief Financial Officer,  and such other duties as may
from time to time be assigned to him by the Board of Directors.

                  SECTION 4.9. Vice President. Each Vice President shall perform
all such  duties  as from  time to time may be  assigned  to him by the Board of
Directors or the  President.  There shall be not duties that are incident to the
office of the Vice President,  other than those which are specifically  assigned
by the Board of Directors or the  President.  A Vice  President  may not sign or
countersign  certificates,   contracts,   agreements  and  other  documents  and
instruments in the name and on behalf of the  Corporation,  unless and except to
the extent that the Board of Directors or President assigns such  responsibility
to such officer.

                  SECTION 4.10.  Treasurer.  The Treasurer shall:

                  (a)  have charge and custody of, and be responsible for, all
the funds and securities of the Corporation;

                                       13

<PAGE>



                  (b)  keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation;

                  (c)  deposit all moneys and other valuables to the credit of
the  Corporation  in such  depositaries as may be designated by the Board of
Directors or pursuant to its direction;

                  (d)  receive, and give receipts for, moneys due and payable to
the  Corporation  from any source whatsoever;

                  (e)  disburse the funds of the Corporation and supervise the
investments of its funds;

                  (f)  render to the Board of  Directors, whenever the Board of
Directors  may require, an account of the financial condition of the
Corporation; and

                  (g)  in general, perform all duties  incident to the office of
Treasurer  and such other  duties as from time to time may be assigned to him by
the Board of Directors.

                  In the event that any  officer of the  Corporation  other than
the Treasurer shall be designated as the Corporation's  chief financial officer,
the  Treasurer  shall  share the  foregoing  powers and  duties  with such chief
financial officer,  and all references in these Bylaws to the Treasurer shall be
deemed to include such chief financial officer of the Corporation.

                  SECTION 4.11.  Secretary.  The Secretary shall:

                  (a)  keep or cause to be kept in one or more books provided
for the  purpose,  the  minutes of all meetings of the Board of Directors, the
committees of the Board of Directors and the stockholders;

                  (b)  see that all notices are duly given in accordance with
the  provisions  of these Bylaws and as required by law;

                  (c)  be custodian  of  the  records  and  the  seal  of  the
Corporation and affix and attest the seal to all  certificates for shares of the
Corporation  and affix and attest the seal to all other documents to be executed
on behalf of the Corporation under its seal;

                  (d)  see that the books, reports, statements, certificates and
other documents and records required by law to be kept and filed are properly
kept and filed; and


                                       14

<PAGE>



                  (e) in general,  perform all duties  incident to the office of
Secretary  and such other  duties as from time to time may be assigned to him by
the Board of Directors.

                  SECTION  4.12.  Assistant  Secretaries.  During the absence or
disability of the Secretary, the Assistant Secretary shall have and may exercise
all of the powers and shall  discharge all of the duties of the Secretary.  Each
Assistant  Secretary shall also perform all such other duties as are incident to
his office or are properly  requested  by the  President,  the  Secretary or the
Board of Directors.

                  SECTION  4.13.  Assistant  Treasurers.  During the  absence or
disability of the Treasurer, the Assistant Treasurer shall have and may exercise
all of the powers and shall  discharge all of the duties of the Treasurer.  Each
Assistant  Treasurer shall also perform all such other duties as are incident to
his office or are properly  requested  by the  President,  the  Treasurer or the
Board of Directors.

                  SECTION 4.14. Additional Officers.  The Board of Directors may
appoint  such other  officers  and agents as it may deem  appropriate,  and such
other  officers  and agents  shall hold their  offices  for such terms and shall
exercise such powers and perform such duties as may be  determined  from time to
time by the Board of  Directors.  The Board of  Directors  may from time to time
delegate  to any officer or agent the power to appoint  subordinate  officers or
agents and to prescribe their respective  rights,  terms of office,  authorities
and duties. Any such officer or agent may remove any such subordinate officer or
agent appointed by him, for or without cause.

                                    ARTICLE V

                                      Stock

                  SECTION  5.1.  Certificates.  Every  holder of stock  shall be
entitled to have a certificate  signed by or in the name of the  Corporation  by
the  Chairman  or the  President  or an  Executive  Vice  President,  and by the
Treasurer or an Assistant Treasurer,  or the Secretary or an Assistant Secretary
of  the  Corporation,  certifying  the  number  of  shares  owned  by him in the
Corporation. Any of or all the signatures on the certificate may be a facsimile.
In case  any  officer,  transfer  agent or  registrar  who has  signed  or whose
facsimile  signature has been placed upon a certificate  shall have ceased to be
such officer,  transfer agent or registrar before such certificate is issued, it
may be  issued  by the  Corporation  with the  same  effect  as if he were  such
officer, transfer agent or registrar at the date of issue.


                                       15

<PAGE>



                  SECTION 5.2.  Lost,  Stolen or Destroyed  Stock  Certificates;
Issuance of New  Certificates.  The  Corporation  may issue a new certificate of
stock in the place of any certificate  theretofore  issued by it alleged to have
been lost, stolen or destroyed, and the Corporation may require the owner of the
lost, stolen or destroyed certificate, or his legal representative,  to give the
Corporation a bond sufficient to indemnify it against any claim that may be made
against it on account of the  alleged  loss,  theft or  destruction  of any such
certificate or the issuance of such new certificate.

                                   ARTICLE VI

                                  Miscellaneous

                  SECTION 6.1.  Fiscal Year. The fiscal year of the Corporation
shall be determined by resolution of the Board of Directors.

                  SECTION 6.2.  Seal.  The corporate seal shall have the name of
the  Corporation  inscribed  thereon and shall be in such form as may be
approved from time to time by the Board of Directors.

                  SECTION  6.3.  Waiver of Notice of Meetings  of  Stockholders,
Directors and  Committees.  Any written  waiver of notice,  signed by the person
entitled to notice,  whether before or after the time stated  therein,  shall be
deemed  equivalent  to  notice.  Attendance  of  a  person  at a  meeting  shall
constitute a waiver of notice of such meeting,  except when the person attends a
meeting for the express  purpose of objecting,  at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called or
convened.  Neither  the  business  to be  transacted  at nor the  purpose of any
regular  or  special  meeting  of the  stockholders,  directors  or members of a
committee of directors need be specified in any written waiver of notice.

                  SECTION 6.4.  Manner of Notice.  Except as otherwise  provided
herein,  notices to directors and stockholders shall be in writing and delivered
personally  or  mailed  to the  directors  or  stockholders  at their  addresses
appearing on the books of the  Corporation.  Notice to directors may be given by
telegram, telecopier, telephone or other means of electronic transmission.

                  SECTION  6.5.  Interested  Directors;  Quorum.  No contract or
transaction  between  the  Corporation  and  one or  more  of its  directors  or
officers,  or between the  Corporation and any other  corporation,  partnership,
association  or other  organization  in which  one or more of its  directors  or
officers are directors or officers, or have a financial interest,  shall be void
or voidable solely for this reason, or solely because the director or


                                       16

<PAGE>



officer is present at or  participates  in the meeting of the Board of Directors
or committee  thereof which  authorizes the contract or  transaction,  or solely
because his or their votes are counted for such  purpose,  if: (i) the  material
facts as to his  relationship  or interest and as to the contract or transaction
are disclosed or are known to the Board of Directors or the  committee,  and the
Board of  Directors  or  committeve  in good faith  authorizes  the  contract or
transaction  by  the  affirmative  votes  of a  majority  of  the  disinterested
directors,  even though the  disinterested  directors be less than a quorum;  or
(ii)  the  material  facts  as to his  relationship  or  interest  and as to the
contract or transaction are disclosed or are known to the stockholders  entitled
to vote thereon,  and the contract or  transaction is  specifically  approved in
good faith by vote of the stockholders;  or (iii) the contract or transaction is
fair  as to the  Corporation  as of  the  time  it is  authorized,  approved  or
ratified,  by the Board of Directors,  a committee thereof, or the stockholders.
Common or interested  directors may be counted in determining  the presence of a
quorum at a meeting of the Board of Directors or of a committee which authorizes
the contract or transaction.

                  SECTION 6.6.  Form of Records.  Any records  maintained by the
Corporation in the regular  course of its business,  including its stock ledger,
books of account and minute  books,  may be kept on, or be in the form of, punch
cards, magnetic tape,  photographs,  microphotographs,  or any other information
storage device,  provided that the records so kept can be converted into clearly
legible form within a reasonable time.

                  SECTION 6.7. Amendment of Bylaws.  These Bylaws may be altered
or  repealed,  and  new  bylaws  made,  by  the  Board  of  Directors,  but  the
stockholders  may make  additional  bylaws  and may alter and  repeal any Bylaws
whether adopted by them or otherwise.

                                       17