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                                   EXHIBIT 3.2

                                     BYLAWS
                                       OF
                            GAMA COMPUTER CORPORATION


                                   ARTICLE I
                                     OFFICES

Section 1. Offices:

         The  principal  office of the  Corporation  shall be  determined by the
Board of Directors,  and the Corporation shall have other offices at such places
as the Board of Directors may from time to time determine.

                                   ARTICLE II
                             STOCKHOLDER'S MEETINGS

Section 1. Place:

         The place of  stockholders'  meetings shall be the principal  office of
the Corporation  unless some other place shall be determined and designated from
time to time by the Board of Directors.

Section 2. Annual Meeting:

         The  annual  meeting of the  stockholders  of the  Corporation  for the
election  of  directors  to  succeed  those  whose  terms  expire,  and  for the
transaction  of such other  business as may  properly  come before the  meeting,
shall be held each year on a date to be determined by the Board of Directors.

Section 3. Special Meetings:

         Special meetings of the stockholders for any purpose or purposes may be
called by the President,  the Board of Directors,  or the holders of ten percent
(10%) or more of all the shares entitled to vote at such meeting,  by the giving
of notice in writing as hereinafter described.

Section 4. Voting:

         At all  meetings  of  stockholders,  voting may be viva  voce;  but any
qualified  voter may demand a stock vote,  whereupon such vote shall be taken by
ballot and the Secretary  shall record the name of the stockholder  voting,  the
number of shares  voted,  and,  if such vote shall be by proxy,  the name of the
proxy holder. Voting may be in person or by proxy appointed in writing, manually
signed by, the  stockholder or his duly  authorized  attorney-in-fact.  No proxy
shall be valid  after  eleven  months  from  the date of its  execution,  unless
otherwise provided `:herein.



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         Each  stockholder  shall have such  rights to vote as the  Articles  of
incorporation  provide  for each  share of stock  registered  in his name on the
books of the  Corporation,  except where the transfer  books of the  Corporation
shall have been closed or a date shall have been fixed as a record date,  not to
exceed,   in  any  case,  fifty  (50)  days  preceding  the  meeting,   for  the
determination of stockholders entitled to vote. The Secretary of the Corporation
shall  make,  at least ten (10) days  before  each  meeting of  stockholders,  a
complete  list of the  stockholders  entitled  to vote  at such  meeting  or any
adjournment thereof, arranged in alphabetical order, with the address of and the
number of shares held by each,  which list,  for a period of ten (10) days prior
to  such  meeting,  shall  be  kept  on  file  at the  principal  office  of the
Corporation  and shall be subject to inspection by any  stockholder  at any time
during usual business  hours.  Such list shall also be produced and kept open at
the time and place of the meeting and shall be subject to the  inspection of any
stockholder during. the whole time of the meeting.

Section 5. Order of Business:

         The  order of  business  at any  meeting  of  stockholders  shall be as
follows:

          1.   Calling the meeting to order.

          2.   Calling of roll.

          3.   Proof of notice of meeting.

          4.   Report of the Secretary of the stock  represented  at the meeting
               and the existence or lack of a quorum.

          5.   Reading of minutes of last  previous  meeting and disposal of any
               unapproved minutes.

          6.   Reports of officers.

          7.   Reports of committees.

          8.   Election of directors, if appropriate.

          9.   Unfinished business.

          10.  New business.

          11.  Adjournment.

          12.  To the extent that these Bylaws do not apply,  Roberts'  Rules of
               Order shall prevail.




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                                  ARTICLE III
                               BOARD OF. DIRECTORS


Section 1. Organization and Powers:

         The  Board  of  Directors  shall   constitute  the   policy-making   or
legislative authority of the Corporation.  Management of the affairs,  property,
and business of the Corporation shall be vested in the Board of Directors, which
shall  consist  of not less  than one nor more  than ten  members,  who shall be
elected at the annual meeting of  stockholders by a plurality vote for a term of
one (1) year,  and shall hold  office  until  their  successors  are elected and
qualify.  Directors need not be  stockholders.  Directors  shall have all powers
with respect to the management,  control,  and  determination of policies of the
Corporation that are not limited by these Bylaws, the Articles of Incorporation,
or by  statute,  and the  enumeration  of any power  shall not be  considered  a
limitation thereof.

Section 2. Vacancies:

         Any vacancy in the Board of Directors, however caused or created, shall
be filled by the  affirmative  vote of a majority  of the  remaining  directors,
though  less  than a  quorum  of  the  Board,  or at a  special  meeting  of the
stockholders  called for that purpose.  The directors elected to. fill vacancies
shall hold office for the unexpired term and until their  successors are elected
and qualify.

Section 3. Regular Meetings:

         A regular  meeting  of the Board of  Directors  shall be held,  without
other  notice  than this Bylaw,  immediately  after and at the same place as the
annual meeting of stockholders or any special meeting of stockholders at which a
director  or  directors  shall have been  elected.  The Board of  Directors  may
provide by resolution the time and place,  either within or without the State of
Delaware,  for the holding of additional  regular  meetings without other notice
than such resolution.

Section 4. Special Meetings:

         Special meetings of the Board of Directors may be held at the principal
office of the Corporation,  or such other place as may be fixed by resolution of
the Board of Directors for such purpose, at any time on call of the President or
of any member of the Board, or may be held at any time and place without notice,
by  unanimous  written  consent of all the  members,  or with the  presence  and
participation of all members at such meeting.  A resolution in writing signed by
all the directors  shall be as valid and effectual as if it had been passed at a
meeting of the directors duly called, constituted, and held.



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Section 5. Notices:

         Notices  of both  regular  and  special  meetings,  save  when  held by
unanimous  consent or  participation,  shall be mailed by the  Secretary to each
ember of the Board not less than three days before any such  meeting and notices
of special meetings may state the purposes  thereof.  No failure or irregularity
of notice of any regular meeting shall invalidate such meeting or any proceeding
thereat.

Section 6. Quorum and Manner of Acting:

         A quorum for any mt2eting of the Board of Directors shall be a majority
of the Board of  Directors as then  constituted.  Any act of the majority of the
directors  present at a meeting at which a quorum is present shall be the act of
the Board of Directors. Any action of such majority, although not at a regularly
called meeting,  and the record thereof, if assented to in writing by all of the
other  members  of the  Board,  shall  always be as valid and  effective  in all
respects as if otherwise duly taken by the Board of Directors.

Section 7. Executive Committee:

         The Board of  Directors  may by  resolution  of a majority of the Board
designate two (2) or more directors to constitute an executive committee,  Which
committee,  to the  extent  provided  in such  resolution,  shall  have  and may
exercise all of the authority of the Board of Directors in the management of the
Corporation;  but the  designation  of such  committee  and  the  delegation  of
authority  thereto shall not operate to relieve the Board of  Directors,  or any
member thereof, of any responsibility imposed on it or him by law.

Section 8. Order of Business:

         The order of business at any regular or special meeting of the Board of
Directors, unless otherwise prescribed for any meeting by the Board, shall be as
follows:

          1.   Reading and disposal of any unapproved minutes.

          2.   Reports of officers and committees.

          3.   Unfinished business.

          4.   New business.

          5.   Adjournment.

          6.   To the extent that these Bylaws do not apply,  Roberts'  Rules of
               Order shall prevail.



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Section 9. Remuneration:

         No stated salary shall be paid to directors for their services as such,
but,  by  resolution  of the Board of  Directors,  a fixed sum and  expenses  of
attendance,  if any,  may be allowed for  attendance  at each regular or special
meeting of the Board.  Members of special or standing  committees may be allowed
like  compensation  for attending  meetings.  Nothing herein  contained shall be
construed to preclude any director from receiving  compensation  for serving the
Corporation in any other capacity,  subject to such  resolutions of the Board of
Directors as may then govern receipt of such compensation.

                                   ARTICLE IV
                                    OFFICERS

Section 1. Titles:

         The officers of the  Corporation  shall consist of a President,  one or
more Vice Presidents,  a Secretary, and a Treasurer, who shall be elected by the
directors at their.  first meeting following the annual meeting of stockholders.
Such officers shall hold office until removed by the Board of Directors or until
their  successors  are elected and qualify.  The Board of Directors  may appoint
from time to time such other  officers  as it deems  desirable  who shall  serve
during  such  terms as may be fixed by the  Board at a duly  held  meeting.  The
Board, by resolution,  shall specify the titles,  duties and responsibilities of
such officers.

Section 2. President:

         The President shall preside at all meetings of stockholders and, in the
absence of a, or the, Chairman of the Board of Directors, at all meetings of the
directors.  He shall be generally  vested with the power of the chief  executive
officer of the Corporation and shall  countersign all  certificates,  contracts,
and other instruments of the Corporation as authorized by the Board of Directors
or  required  by law.  He shall  make  reports  to the  Board of  Directors  and
stockholders and shall perform such other duties and services as may be required
of him from time to time by the Board of Directors.

Section 3. Vice President:

         The Vice President shall perform all the duties of the President if the
President  is absent or for any other reason is unable to perform his duties and
shall  have such  other  duties as the Board of  Directors  shall  authorize  or
direct.

Section 4. Secretary:

         The Secretary shall issue notices of all meetings of  stockholders  and
directors,  shall  keep  minutes  of all such  meetings,  and shall  record  all
proceedings.  He shall have  custody  and control of the  corporate  records and
books,  excluding the books of account,  together  with the  corporate  seal. He
shall make such reports and perform such other duties as may be consistent  with
his  office  or as may be  required  of him  from  time to time by the  Board of
Directors.



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Section 5. Treasurer:

         The  Treasurer  shall have custody of all moneys and  securities of the
Corporation  and shall have  supervision  over the regular books of account.  He
shall  deposit  all  moneys,  securities,  and  other  valuable  effects  of the
Corporation  in such  banks  and  depositories  as the  Board of  Directors  may
designate  and shall  disburse the funds of the  Corporation  in payment of just
debts and  demands  against the  Corporation,  or a-; they may be ordered by the
Board of  Directors,  shall  render such account of his  transactions  as may be
required of him by the President or the Board of Directors from time to time and
shall  otherwise  perform  such duties as may be required of him by the Board of
Directors.

         The  Board  of  Directors  may  require  the  Treasurer  to give a bond
indemnifying the Corporation  against  larceny,  theft,  embezzlement,  forgery,
misappropriation,  or any other act of fraud or  dishonesty  resulting  from his
duties as  Treasurer of the  Corporation,  which bond shall be in such amount as
appropriate resolution or resolutions of the Board of Directors may require.

Section 6. Vacancies or Absences:

         If a vacancy in any office arises in any manner,  the directors then in
office may  choose,  by a majority  vote,  a  successor  to hold  office for the
unexpired term of the officer.  If any-officer shall be absent or unable for any
reason  to  perform  his  duties,  the Board of  Directors,  to the  extent  not
otherwise  inconsistent  with these  Bylaws,  may direct that the duties of such
officer  during  such  absence or  inability  shall be  performed  by such other
officer or subordinate officer as seems advisable to the Board.

Section 7. Compensation:

         No officer  shall receive any salary or  compensation  for his services
unless  and until the Board of  Directors  authorizes  and fixes the  amount and
terms of such salary or compensation.

                                   ARTICLE V
                                      STOCK

Section 1. Regulations:

         The Board of Directors  shall have power and authority to take all such
rules and regulations as they deem expedient concerning the issue, transfer, and
registration of certificates for shares of the capital stock of the Corporation.
The Board of Directors  may appoint a Transfer  Agent and/or a Registrar and may
require all stock  certificates  to bear the  signature of such  Transfer  Agent
and/or Registrar.



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Section 2. Restrictions on Stock:

         The Board of  Directors  may  restrict  any stock  issued by giving the
Corporation or any  stockholder  "first right of refusal to purchase" the stock,
by making the stock  redeemable  or by  restricting  the  transfer of the stock,
under such terms and in such manner as the directors  may deem  necessary and as
are not inconsistent with the Articles of Incorporation or by statute. Any stock
so  restricted  must  carry a stamped  legend  setting  out the  restriction  or
conspicuously  noting the  restriction  and stating where it may be found in the
records of the Corporation.

                                   ARTICLE VI
                             DIVIDENDS AND FINANCES


Section 1. Dividends:

         Dividends  may be declared by the  directors  and paid out of any funds
legally  available  therefor  under  the  laws  of  Delaware,  as may be  deemed
advisable from time to time by the Board of Directors of the Corporation. Before
declaring any dividends, the Board of Directors may set aside out of net profits
or earned or other  surplus such sums as the Board may think proper as a reserve
fund to meet  contingencies  or for other purposes deemed proper and to the best
interests of the Corporation.

Section 2. Monies:

         The monies,  securities,  and other valuable effects of the Corporation
shall  be  deposited  in the  name of the  Corporation  in such  banks  or trust
companies as the Board of Directors  shall  designate  and shall be drawn out or
removed only as may be authorized by the Board of Directors from time to time.

Section 3. Fiscal Year:

         The Board of Directors by resolution shall determine the fiscal year of
the Corporation.

                                  ARTICLE VII
                                   AMENDMENTS

         These  Bylaws  may be  altered,  amended,  or  repealed  by  the  Board
Directors by resolution of a majority of the Board.

                                  ARTICLE VIII
                                INDEMNIFICATION

         The  Corporation  shall  indemnify  any  and  all of its  directors  or
officers,  or former directors or officers, or any person who may have served at
its  request as a director  or  officer  of  another  corporation  in which this
Corporation  owns shares of capital  stock or of



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which it is a creditor and the  personal  representatives  of all such  persons,
against  expenses  actually  and  necessarily  incurred in  connection  with the
defense of any action,  suit, or proceeding in which they, or any of them,  were
made  parties,  or a party,  by  reason  of being or having  been  directors  or
officers  or a  director  or  officer  of  the  Corporation,  or of  such  other
corporation,  except in  relation  to matters as to which any such  director  or
officer or person shall have been  adjudged in such action,  suit, or proceeding
to be liable for negligence or misconduct in the performance of any duty owed to
the Corporation. Such indemnification shall not be deemed exclusive of any other
rights  to  which  those  indemnified  may be  entitled,  independently  of this
Article, by law, under any Bylaw agreement, vote of stockholders, or otherwise.

                                   ARTICLE IX
                              CONFLICTS OF INTEREST

         No  contract or other  transaction  of the  Corporation  with any other
persons, firms or corporations, or in which the Corporation is interested, shall
be affected or  invalidated by the fact that any one or more of the directors or
officers of the Corporation is interested in or is a director or officer of such
other firm or  corporation;  or by the fact that any  director or officer of the
Corporation,  individually  or jointly with others,  may be a party to or may be
interested in any such contract or transaction.