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



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<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




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<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.




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<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



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<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 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




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<PAGE>


    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




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<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.




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<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 III

                                   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




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<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




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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




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<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




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<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;




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<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.




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<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




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<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  committee  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.





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