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 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 


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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 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 is 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


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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 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.

               (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


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     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 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


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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 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 


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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 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.

          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.


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          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 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 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 Committee consisting of three or
more directors, each of whom shall be a "disinterested" person.

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

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


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          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 consisting of three or more
directors, none of whom is an officer or employee of the Corporation.

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

          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 one or
more Executive Vice Presidents, one or more Senior 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 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 


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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. 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 Directors or the President. At the request of the President 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 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. 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. Each Senior Vice President shall perform all
duties incident to the office of such Senior Vice President, and such other
duties as may from time to time be assigned to him by the Board of Directors.

          SECTION 4.7. 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 4.8.  Treasurer.  The Treasurer shall:

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

          (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


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          (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 4.9.  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

          (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 4.10. 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 4.11. 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 4.12. 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.


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<PAGE>


                                    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.

          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 


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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 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.


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