Exhibit 3.2
                                                                     -----------


                          AMENDED AND RESTATED BY-LAWS

                                       OF

                              CHILES OFFSHORE INC.

                            (a Delaware corporation)

                                    ARTICLE I

                                  Stockholders
                                  ------------

                  SECTION 1. Annual Meetings. The annual meeting (the "Annual
Meeting of Stockholders") of the holders of such classes or series of capital
stock as are entitled to notice thereof and to vote thereat pursuant to the
provisions of the Certificate of Incorporation (the "Certificate of
Incorporation") of Chiles Offshore Inc. (the "Corporation") for the election of
directors and for the transaction of such other business as may properly come
before the meeting shall be held on such date as may be designated by resolution
of the Board of Directors or, in the event that no such date is so designated,
on the second Tuesday in May of each year, at such hour (within ordinary
business hours) as shall be stated in the notice of the meeting. If the day so
designated shall be a legal holiday, then such meeting shall be held on the next
succeeding business day. Each such annual meeting shall be held at such place,
within or without the State of Delaware, as shall be determined by the Board of
Directors.

                  The Annual Meeting of Stockholders may be adjourned by the
presiding officer of the meeting for any reason (including, if the presiding
officer determines that it would be in the best interests of the Corporation, to
extend the period of time for the solicitation of proxies) from time to time and
place to place until such presiding officer shall determine that the business to
be conducted at the meeting is completed, which determination shall be
conclusive.

                  At the Annual Meeting of Stockholders, the only business which
shall be conducted thereat shall be that which shall have been properly brought
before the meeting. To be properly brought before an annual meeting, business
must be (a) specified in the notice of meeting (or any supplement or addendum
thereto) given by or at the direction of the Board of Directors, (b) brought
before the meeting by or at the direction of the Board of Directors or (c)
otherwise brought before the meeting by a stockholder in the manner prescribed
immediately below. For business to be properly brought before an annual meeting
by a stockholder, the stockholder must have delivered timely notice thereof in
writing to the Secretary of the Corporation. To be timely, a stockholder's
notice must be delivered to or mailed and received by the Secretary at the
principal executive offices of the Corporation, not less than 90 calendar days
in advance of the anniversary date of the previous year's annual meeting of
stockholders (or if there was no such prior annual meeting, not less than 90
calendar days prior to the date which represents the second Tuesday in May of

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the current year); provided, however, that in the event that the date of the
annual meeting is advanced by more than 20 days, or delayed by more than 60
days, from such anniversary date, then, to be considered timely, notice by the
stockholders must be received not later than the close of business on the later
of (x) the 90th day prior to such annual meeting or (y) the seventh day
following the date on which notice of the date of the annual meeting was mailed
to stockholders or public disclosure thereof was otherwise made.

                  A stockholder's notice to the Secretary shall set forth as to
each matter the stockholder proposes to bring before the annual meeting (a) a
brief description of the business desired to be transacted, (b) the name and
address, as they appear on the Corporation's most recent stockholder lists, of
the stockholder proposing such proposal, (c) the class and number of shares of
capital stock of the Corporation which are beneficially owned by the
stockholder, and (d) any material interest of the stockholder in such business.
Any stockholder who desires to propose any matter at an annual meeting shall, in
addition to the aforementioned requirements described in clauses (a) through
(d), comply in all material respects with the content and procedural
requirements of Rule 14a-8 of Regulation 14A under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), irrespective of whether the
Corporation is then subject to such Rule or said Act. In addition, if the
stockholder's ownership of shares of the Corporation, as set forth in the
notice, is solely beneficial (and not of record) documentary evidence
satisfactory to the Corporation of such ownership must accompany the notice in
order for such notice to be considered validly and timely received.

                  SECTION 2. Special Meetings. Special meetings of stockholders
for the transaction of such business as may properly come before the meeting
shall only be called by order of a majority of the entire Board of Directors or
by the Chairman of the Board of Directors or by the President of the Company,
and shall be held at such date and time, within or without the State of
Delaware, as may be specified by such order.

                  SECTION 3. Notice of Meetings. Written notice of all meetings
of the stockholders, stating the place, date and hour of the meeting and the
place within the city or other municipality or community at which the list of
stockholders may be examined, shall be mailed or delivered to each stockholder
not less than 10 nor more than 60 days prior to the meeting. Notice of any
special meeting shall state with reasonable specificity the purpose or purposes
for which the meeting is to be held and the business propsed to be transacted
thereat.

                  SECTION 4. Stockholder Lists. The officer who has charge of
the stock ledger of the Corporation shall prepare and make, at least 10 calendar
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 10 calendar days prior to the meeting, either at a place
within the city where the meeting is to be held, which place shall be specified


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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.

                  The stock ledger shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, the list required by this
section or the books of the Corporation, or to vote in person or by proxy at any
meeting of stockholders.

                  SECTION 5. Quorum. Except as otherwise provided by law or the
Corporation's Certificate of Incorporation, a quorum for the transaction of
business at any meeting of stockholders shall consist of the holders of record
of a majority in voting power of the then issued and outstanding shares of the
capital stock of the Corporation entitled to vote at the meeting, present in
person or by proxy. At all meetings of the stockholders at which a quorum is
present, all matters, except as otherwise provided by law, the Certificate of
Incorporation or these By-laws, shall be decided by the vote of the holders of a
majority in voting power of the shares entitled to vote thereat present in
person or by proxy. If there be no such quorum, the holders of a majority of
such shares so present or represented may adjourn the meeting from time to time,
without further notice, until a quorum shall have been obtained. When a quorum
is once present it is not broken by the subsequent withdrawal of any
stockholder.

                  SECTION 6. Organization. Meetings of stockholders shall be
presided over by the Chairman, if any, or if none or in the Chairman's absence
the Vice-Chairman, if any, or if none or in the Vice-Chairman's absence the
President, if any, or if none or in the President's absence a Vice-President,
or, if none of the foregoing is present, by a chairman to be chosen by the
holders of a majority in voting power of the shares entitled to vote who are
present in person or by proxy at the meeting. The Secretary of the Corporation,
or in the Secretary's absence an Assistant Secretary, shall act as secretary of
every meeting, but if neither the Secretary nor an Assistant Secretary is
present, the presiding officer of the meeting shall appoint any person present
to act as secretary of the meeting.

                  SECTION 7. Voting; Proxies; Required Vote. At each meeting of
stockholders, every stockholder shall be entitled to vote in person or by proxy
appointed by instrument in writing, subscribed by such stockholder or by such
stockholder's duly authorized attorney-in-fact (but no such proxy shall be voted
or acted upon after three years from its date, unless the proxy provides for a
longer period), and, unless the Certificate of Incorporation provides otherwise,
shall have one vote for each share of stock entitled to vote registered in the
name of such stockholder on the books of the Corporation on the applicable
record date fixed by applicable law or pursuant to these By-laws. At all
elections of directors the voting may but need not be by ballot and a plurality
of the votes cast there shall be sufficient to elect directors. Except as
otherwise required by law or the Certificate of Incorporation, any other action
shall be authorized by the vote of the holders of a majority in voting power of
the shares entitles to vote thereat in person or by proxy.



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                  SECTION 8. Inspectors. The Board of Directors, in advance of
any meeting, shall appoint one or more inspectors of election to act at the
meeting and make a written report. If an inspector or inspectors are not so
appointed, the person presiding at the meeting shall appoint one or more
inspectors. In case any person who may be appointed as an inspector fails to
appear or act, the vacancy may be filled by appointment made by the directors in
advance of the meeting or at the meeting by the person presiding thereat. Each
inspector before entering upon the discharge of his or her duties, shall take
and sign an oath faithfully to execute the duties of inspector at such meeting
with strict impartiality and according to the best of his ability. The
inspectors shall (i) ascertain the number of shares of stock outstanding and the
voting power of each, (ii) determine the shares represented at the meeting, the
existence of a quorum, and the validity and effect of proxies, (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 represented at the
meeting, and their count of all votes and ballots. The inspectors may appoint or
retain other personas or entities to assist the inspectors in the performance of
the duties of the inspectors. On request of the person presiding at the meeting,
the inspector or inspectors, if any, shall make a report in writing of any
challenge, question or matter determined by such inspector or inspectors and
execute a certificate of any fact found by such inspector or inspectors.

                                   ARTICLE II

                               Board of Directors
                               ------------------

                  SECTION 1. General Powers. The business, property and affairs
of the Corporation shall be managed by, or under the direction of, the Board of
Directors.

                  SECTION 2. Qualification; Number; Term; Remuneration. (a) Each
director shall be at least 18 years of age. A director need not be a
stockholder, a citizen of the United States, or a resident of the State of
Delaware. The number of directors constituting the entire Board shall be seven
(7), or such larger number as may be fixed from time to time by action of a
majority of the entire Board of Directors. The use of the phrase "entire Board"
herein refers to the total number of directors which the Corporation would have
if there were no vacancies.

                  (b) Directors who are elected at an annual meeting of
stockholders, and directors who are elected in the interim to fill vacancies and
newly created directorships, shall hold office until the next annual meeting of
stockholders and until their successors are elected and qualified or until their
earlier resignation or removal.

                  (c) Directors who are not officers or other employees of the
Corporation may be paid their expenses, if any, of attendance at each meeting of
the Board of Directors and may be paid a fixed sum for attendance at each
meeting of the Board of Directors or a stated salary as director. No such
payment shall preclude any director from serving the Corporation in any other


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capacity and receiving compensation therefor. Members of special or standing
committees may be allowed like compensation for attending committee meetings.

                  SECTION 3. Nomination of Directors. Nominations for the
election of directors may be made by the Board of Directors or a committee
appointed by the Board of Directors or, to the extent permitted by this Section
3, by any holder of record of capital stock of the Corporation entitled to vote
generally in the election of directors. Any stockholder entitled to vote
generally in the election of directors may nominate one or more persons for
election as directors only in accordance with the procedures specified in the
next sentence, and only if written notice of such stockholder's intent to make
such nomination or nominations has been received, either by hand delivery or by
United States mail, postage prepaid, by the Secretary of the Corporation not
later than (i) with respect to an election to be held at the Annual Meeting of
Stockholders, not less than 90 calendar days prior to the anniversary date of
the date of the immediately preceding annual meeting (or if there was no such
prior annual meeting, not less than 90 calendar days prior to the date which
represents the second Tuesday in May of the current year), and (ii) with respect
to an election to be held at a special meeting of stockholders for the election
of directors, the close of business on the fifth calendar day following the date
on which notice of such meeting is first delivered to stockholders. Each such
notice from a stockholder shall set forth: (a) the name and address of the
stockholder who intends to make the nomination and of the person or persons to
be nominated; (b) a representation that the stockholder is a holder of record of
capital stock of the Corporation entitled to vote at such meeting and intends to
appear in person or by proxy at the meeting to nominate the person or persons
specified in the notice; (c) a description of all contracts, arrangements or
understandings between the stockholder and each nominee and any other person or
persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the stockholder; (d) such other information
regarding each nominee proposed by such stockholder as would be required to be
included in a proxy or information statement filed pursuant to the Exchange Act
and the rules and regulations promulgated thereunder (or any subsequent
provisions replacing such Act, rules or regulations), and (e) the consent of
each nominee to serve as a director of the Corporation if so elected. The
presiding officer of the meeting may refuse to acknowledge the nomination of any
person not made in compliance with the foregoing procedure.

                  SECTION 4. Quorum and Manner of Voting. Except as otherwise
provided by law, a majority of the entire Board shall constitute a quorum. A
majority of the directors present, whether or not a quorum is present, may
adjourn a meeting from time to time to another time and place without notice.
The vote 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.

                  SECTION 5. Places of Meetings. Meetings of the Board of
Directors may be held at any place within or without the State of Delaware, as


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may from time to time be fixed by resolution of the Board of Directors, or as
may be specified in the notice of meeting.

                  SECTION 6. Annual Meeting. Following the annual meeting of
stockholders, the newly elected Board of Directors shall meet for the purpose of
the election of officers and the transaction of such other business as may
properly come before the meeting. Such meeting may be held without notice
immediately after the annual meeting of stockholders at the same place at which
such stockholders' meeting is held.

                  SECTION 7. Regular Meetings. Regular meetings of the Board of
Directors shall be held, unless determined otherwise by the Board of Directors,
on the third Tuesday of each January, April, July and October and at such times
and places as the Board of Directors shall from time to time by resolution
determine. Notice need not be given of regular meetings of the Board of
Directors held at times and places fixed by resolution of the Board of
Directors.

                  SECTION 8. Special Meetings. Special meetings of the Board of
Directors shall be held whenever called by the Chairman of the Board, President
or by a majority of the directors then in office.

                  SECTION 9. Notice of Meetings. A notice of the place, date and
time and the purpose or purposes of each meeting of the Board of Directors shall
be given to each director by mailing the same at least five days before the
meeting, or by telegraphing or telephoning the same or by delivering the same
personally not later than the day before the day of the meeting.

                  SECTION 10. Organization. At all meetings of the Board of
Directors, the Chairman, if any, or if none or in the Chairman's absence or
inability to act the President, or in the President's absence or inability to
act any Vice-President who is a member of the Board of Directors, or in such
Vice-President's absence or inability to act a chairman chosen by the directors,
shall preside. The Secretary of the Corporation shall act as secretary at all
meetings of the Board of Directors when present, and, in the Secretary's
absence, the presiding officer may appoint any person to act as secretary.

                  SECTION 11. Resignation and Removal. Any director may resign
at any time upon written notice to the Corporation and such resignation shall
take effect upon receipt thereof by the President or Secretary, unless otherwise
specified in the resignation. Subject to the rights of the holders of any series
of Preferred Stock or any other class of capital stock of the Corporation (other
than the Common Stock) then outstanding, any or all of the directors may be
removed, with or without cause, by the affirmative vote of a majority in voting
power of the outstanding shares and entitled to vote for the election of
directors.

                  SECTION 12. Vacancies. Unless otherwise provided in these
By-laws, vacancies on the Board of Directors, whether caused by resignation,
death, disqualification, removal, an increase in the authorized number of


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directors or otherwise, may be filled only by the affirmative vote of a majority
of the remaining directors, although less than a quorum, or by a sole remaining
director, and any directors so chosen shall hold office until their successors
are elected and qualified.

                  SECTION 13. Action by Written Consent. Any action required or
permitted to be taken at any meeting of the Board of Directors may be taken
without a meeting if all the directors consent thereto in writing, and the
writing or writings are filed with the minutes of proceedings of the Board of
Directors.

                                   ARTICLE III

                                 Indemnification
                                 ---------------

                  SECTION 1. Indemnification. (a) The Corporation shall
indemnify, to the fullest extent permitted by Section 145 of the General
Corporation Law of Delaware, as amended from time to time, all persons who it
may indemnify pursuant thereto and in the manner prescribed thereby.

                  (b) The Corporation shall pay the expenses (including
attorneys' fees) incurred by an indemnitee in defending any proceeding in
advance of its final disposition, provided, however, that the payment of
expenses incurred by a director or officer in advance of the final disposition
of the proceeding shall be made only upon receipt of an undertaking by the
director or officer to repay all amounts advanced if it should be ultimately
determined that the director or officer is not entitled to be indemnified under
this Article or otherwise.

                                   ARTICLE IV

                                   Committees
                                   ----------

                  SECTION 1. Appointment. From time to time the Board of
Directors by a resolution adopted by a majority of the entire Board may appoint
any committee or committees for any purpose or purposes, to the extent lawful,
which shall have powers as shall be determined and specified by the Board of
Directors in the resolution of appointment.

                  SECTION 2. Procedures, Quorum and Manner of Acting. Each
committee shall fix its own rules of procedure, and shall meet where and as
provided by such rules or by resolution of the Board of Directors. Except as
otherwise provided by law, the presence of a majority of the then appointed
members of a committee shall constitute a quorum for the transaction of business
by that committee, and in every case where a quorum is present the affirmative
vote of a majority of the members of the committee present shall be the act of
the committee. Each committee shall keep minutes of its proceedings, and actions
taken by a committee shall be reported to the Board of Directors.


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                  SECTION 3. Action by Written Consent. Any action required or
permitted to be taken at any meeting of any committee of the Board of Directors
may be taken without a meeting if all the members of the committee consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the committee.

                  SECTION 4. Audit Committee. The Board of Directors, by
resolution, shall appoint from its members an Audit Committee consisting of at
least two directors neither of which shall be officers or employees of the
Corporation. The Audit Committee shall:

                  (a) Prior to each Annual Meeting of Stockholders, submit a
recommendation in writing to the Board of Directors for the selection of
independent public accountants to be appointed by the Board of Directors in
advance of the Annual Meeting of Stockholders, subject to ratification or
rejection by the stockholders at such meeting;

                  (b) Consult, at least annually, with the independent public
accountants with regard to the proposed plan of audit and from time to time
consult privately with them and also with the internal auditor and the
Controller with regard to the adequacy of internal controls;

                  (c) Upon completion of the report of audit by the independent
public accountants and before the date of the Annual Meeting of Stockholders,
(i) review the financial statements of the Corporation, and (ii) meet with the
independent public accountants and review with them the results of their audit
and any recommendations made to the management; and

                  (d) Periodically, but at least annually, review the terms of
all material transactions and arrangements entered into between the Corporation
and its affiliates and subsidiaries.

                  SECTION 5. Term; Termination. In the event any person shall
cease to be a director of the Corporation, such person shall simultaneously
therewith cease to be a member of any committee appointed by the Board of
Directors.

                                    ARTICLE V

                                    Officers
                                    --------

                  SECTION 1. Election and Qualifications. The Board of Directors
shall elect the officers of the Corporation, which shall include a President and
Chief Executive Officer, a Chief Financial Officer, and a Secretary, and may
include, by election or appointment, one or more Vice-Presidents (any one or


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more of whom may be given an additional designation of rank or function), a
Treasurer and such assistant secretaries, such Assistant Treasurers and such
other officers as the Board may from time to time deem proper. Each officer
shall have such powers and duties as may be prescribed by these By-laws and as
may be assigned by the Board of Directors or the President. Any two or more
offices may be held by the same person except the offices of President and
Secretary.

                  SECTION 2. Term of Office and Remuneration. The term of office
of all officers shall be one year and until their respective successors have
been elected and qualified, or until their earlier resignation or removal. Any
vacancy in any office arising from any cause may be filled for the unexpired
portion of the term by the Board of Directors. The remuneration of all officers
of the Corporation may be fixed by the Board of Directors or in such manner as
the Board of Directors shall provide.

                  SECTION 3. Resignation; Removal. Any officer may resign at any
time upon written notice to the Corporation and such resignation shall take
effect upon receipt thereof by the President or Secretary, unless otherwise
specified in the resignation. Any officer shall be subject to removal, with or
without cause, at any time by vote of a majority of the entire Board.

                  SECTION 4. Chairman of the Board. The Chairman of the Board of
Directors, if there be one, shall preside at all meetings of the Board of
Directors and shall have such other powers and duties as may from time to time
be assigned by the Board of Directors.

                  SECTION 5. President and Chief Executive Officer. The
President shall be the chief executive officer of the Corporation; such officer
shall have general management and supervision of the property, business and
affairs of the Corporation and over its other officers; may appoint and remove
assistant officers and other agents and employees, other than officers referred
to in Section 1 of this Article V, shall see that all orders and resolutions of
the Board are carried into effect, may execute and deliver in the name of the
Corporation powers of attorney, contracts, bonds and other obligations and
instruments, and shall have such other powers and duties as may from time to
time be assigned by the Board of Directors.

                  SECTION 6. Chief Financial Officer. The Chief Financial
Officer shall in general have all duties incident to such position, including,
without limitation, the organization and review of all accounting, tax and
related financial matters involving the Corporation, the implementation of
appropriate Corporation financial controls and procedures, and the supervision
and assignment of the duties of all other financial officers and personnel
employed by the Corporation, and shall have such other duties as may be assigned
by the Board of Directors or the President.

                  SECTION 7. Vice-President. A Vice-President may execute and
deliver in the name of the Corporation contracts and other obligations and


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instruments pertaining to the regular course of the duties of said office, and
shall have such other authority as from time to time may be assigned by the
Board of Directors or the President.

                  SECTION 8. Treasurer. The Treasurer shall in general have all
duties incident to the position of Treasurer and such other duties as may be
assigned by the Board of Directors or the Chief Financial Officer.

                  SECTION 9. Secretary. The Secretary shall in general have all
the duties incident to the office of Secretary and such other duties as may be
assigned by the Board of Directors, the President or any Vice President.

                  SECTION 10. Assistant Officers. Any assistant officer shall
have such powers and duties of the officer such assistant officer assists as
such officer or the Board of Directors shall from time to time prescribe.

                                   ARTICLE VI

                                Books and Records
                                -----------------

                  SECTION 1. Location. The books and records of the Corporation
may be kept at such place or places within or outside the State of Delaware as
the Board of Directors or the respective officers in charge thereof may from
time to time determine. The record books containing the names and addresses of
all stockholders, the number and class of shares of stock held by each and the
dates when they respectively became the owners of record thereof shall be kept
by the Secretary as prescribed in the By-laws and by such officer or agent as
shall be designated by the Board of Directors.

                  SECTION 2. Addresses of Stockholders. Notices of meetings and
all other corporate notices may be delivered personally or mailed to each
stockholder at the stockholder's address as it appears on the records of the
Corporation.

                  SECTION 3. Fixing Date for Determination of Stockholders of
Record.

                  (a) In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, the Board of Directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted by the Board of Directors and which record date shall not
be more than 60 nor less than 10 days before the date of such meeting. If no
record date is fixed by the Board of Directors, the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders shall
be at the close of business on the 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. 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 adjourned meeting.

                  (b) In order that the Corporation may determine the
stockholders entitled to consent to corporate action in writing without a
meeting, the Board of Directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is adopted
by the Board of Directors and which date shall not be more than 10 days after
the date upon which the resolution fixing the record date is adopted by the
Board of Directors. If no record date has been fixed by the Board of Directors,
the record date for determining stockholders entitled to consent to corporate
action in writing without a meeting, when no prior action by the Board of
Directors is required, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
Corporation by delivery to its registered office in this State, its principal
place of business, or an officer or agent of the Corporation having custody of
the book in which proceedings of meetings of stockholders are recorded. Delivery
made to the Corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested. If no record date has been fixed by
the Board of Directors and prior action by the Board of Directors is required by
this chapter, the record date for determining stockholders entitled to consent
to corporate action in writing without a meeting shall be at the close of
business on the day on which the Board of Directors adopts the resolution taking
such prior action.

                  (c) In order that the Corporation may determine the
stockholders entitled to receive payment of any dividend or other distribution
or allotment of any rights or the stockholders entitled to exercise any rights
in respect of any change, conversion or exchange of stock, or for the purpose of
any other lawful action, the Board of Directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted and] [which record date shall be not more than 60 days
prior to such action. If no record date is fixed, the record date for
determining stockholders for any such purpose shall be at the close of business
on the day on which the Board of Directors adopts the resolution relating
thereto.

                                   ARTICLE VII

                         Certificates Representing Stock
                         -------------------------------

                  SECTION 1. Certificates; Signatures. The shares of the
Corporation shall be represented by certificates, provided that the Board of
Directors of the Corporation may provide by resolution or resolutions that some
or all of any or all classes or series of its stock shall be uncertificated
shares. Any such resolution shall not apply to shares represented by a
certificate until such certificate is surrendered to the Corporation.
Notwithstanding the adoption of such a resolution by the Board of Directors,
every holder of stock represented by certificates and upon request every holder
of uncertificated shares shall be entitled to have a certificate, signed by or
in the name of the Corporation by the Chairman or Vice-Chairman of the Board of
Directors, or the President or Vice-President, and by the Treasurer or an


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Assistant Treasurer, or the Secretary or an Assistant Secretary of the
Corporation, representing the number of shares registered in certificate form.
Any and all signatures on any such certificate may be facsimiles. 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. The name of the holder of record of the
shares represented thereby, with the number of such shares and the date of
issue, shall be entered on the books of the Corporation.

                  SECTION 2. Transfers of Stock. Upon compliance with provisions
restricting the transfer or registration of transfer of shares of stock, if any,
shares of capital stock shall be transferable on the books of the Corporation
only by the holder of record thereof in person, or by duly authorized attorney,
upon surrender and cancellation of certificates for a like number of shares,
properly endorsed, and the payment of all taxes due thereon.

                  SECTION 3. Fractional Shares. The Corporation may, but shall
not be required to, issue certificates for fractions of a share where necessary
to effect authorized transactions, or the Corporation may pay in cash the fair
value of fractions of a share as of the time when those entitled to receive such
fractions are determined, or it may issue scrip in registered or bearer form
over the manual or facsimile signature of an officer of the Corporation or of
its agent, exchangeable as therein provided for full shares, but such scrip
shall not entitle the holder to any rights of a stockholder except as therein
provided.

                  The Board of Directors shall have power and authority to make
all such rules and regulations as it may deem expedient concerning the issue,
transfer and registration of certificates representing shares of the
Corporation.

                  SECTION 4. Lost, Stolen or Destroyed Certificates. The
Corporation may issue a new certificate of stock in place of any certificate,
theretofore issued by it, alleged to have been lost, stolen or destroyed, and
the Board of Directors may require the owner of any lost, stolen or destroyed
certificate, or his legal representative, to furnish an affidavit as to such
loss, theft, or destruction, and to give the Corporation a bond sufficient to
indemnify the Corporation 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 any such new certificate.

                                  ARTICLE VIII

                                    Dividends
                                    ---------

                  Subject always to the provisions of law and the Certificate of
Incorporation, the Board of Directors shall have full power to determine whether
any, and, if any, what part of any, funds legally available for the payment of
dividends shall be declared as dividends and paid to holders of the capital


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stock of the Corporation; the division of the whole or any part of such funds of
the Corporation shall rest wholly within the lawful discretion of the Board of
Directors, and it shall not be required at any time, against such discretion, to
divide or pay any part of such funds among or to the stockholders as dividends
or otherwise; and before payment of any dividend, there may be set aside out of
any funds of the Corporation available for dividends such sum or sums as the
Board of Directors from time to time, in its absolute discretion, thinks proper
as a reserve or reserves to meet contingencies, or for equalizing dividends, or
for repairing or maintaining any property of the Corporation, or for such other
purpose as the Board of Directors shall think conducive to the interest of the
Corporation, and the Board of Directors may modify or abolish any such reserve
in the manner in which it was created.

                                   ARTICLE IX

                                  Ratification
                                  ------------

                  Any transaction, questioned in any law suit on the ground of
lack of authority, defective or irregular execution, adverse interest of
director, officer or stockholder, non-disclosure, miscomputation, or the
application of improper principles or practices of accounting, may be ratified
before or after judgment, by the Board of Directors or by the stockholders, and
if so ratified shall have the same force and effect as if the questioned
transaction had been originally duly authorized. Such ratification shall be
binding upon the Corporation and its stockholders and shall constitute a bar to
any claim or execution of any judgment in respect of such questioned
transaction.

                                    ARTICLE X

                                 Corporate Seal
                                 --------------

                  The corporate seal shall have inscribed thereon the name of
the Corporation and the year of its incorporation, and shall be in such form and
contain such other words and/or figures as the Board of Directors shall
determine. The corporate seal may be used by printing, engraving, lithographing,
stamping or otherwise making, placing or affixing, or causing to be printed,
engraved, lithographed, stamped or otherwise made, placed or affixed, upon any
paper or document, by any process whatsoever, an impression, facsimile or other
reproduction of said corporate seal.



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<PAGE>

                                   ARTICLE XI

                                   Fiscal Year
                                   -----------

                  The fiscal year of the Corporation shall be fixed, and shall
be subject to change, by the Board of Directors. Unless otherwise fixed by the
Board of Directors, the fiscal year of the Corporation shall be the calendar
year.

                                   ARTICLE XII

                                Waiver of Notice
                                ----------------

                  Whenever notice is required to be given by these By-laws or by
the Certificate of Incorporation or by law, a written waiver thereof, signed by
the person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent to notice.

                                  ARTICLE XIII

                     Bank Accounts, Drafts, Contracts, Etc.
                     --------------------------------------

                  SECTION 1. Bank Accounts and Drafts. In addition to such bank
accounts as may be authorized by the Board of Directors, the Chief Financial
Officer or any person designated by said Chief Financial Officer, whether or not
an employee of the Corporation, may authorize such bank accounts to be opened or
maintained in the name and on behalf of the Corporation as he may deem necessary
or appropriate, payments from such bank accounts to be made upon and according
to the check of the Corporation in accordance with the written instructions of
said primary financial officer, or other person so designated by the Treasurer.

                  SECTION 2. Contracts. The Board of Directors may authorize any
person or persons, in the name and on behalf of the Corporation, to enter into
or execute and deliver any and all deeds, bonds, mortgages, contracts and other
obligations or instruments, and such authority may be general or confined to
specific instances.

                  SECTION 3. Proxies; Powers of Attorney; Other Instruments. The
Chairman, the President or any other person designated by either of them shall
have the power and authority to execute and deliver proxies, powers of attorney
and other instruments on behalf of the Corporation in connection with the rights
and powers incident to the ownership of stock by the Corporation. The Chairman,
the President or any other person authorized by proxy or power of attorney
executed and delivered by either of them on behalf of the Corporation may attend
and vote at any meeting of stockholders of any company in which the Corporation
may hold stock, and may exercise on behalf of the Corporation any and all of the
rights and powers incident to the ownership of such stock at any such meeting,


                                       14
<PAGE>

or otherwise as specified in the proxy or power of attorney so authorizing any
such person. The Board of Directors, from time to time, may confer like powers
upon any other person.

                  SECTION 4. Financial Reports. The Board of Directors may
appoint the primary financial officer or other fiscal officer and/or the
Secretary or any other officer to cause to be prepared and furnished to
stockholders entitled thereto any special financial notice and/or financial
statement, as the case may be, which may be required by any provision of law.

                                   ARTICLE XIV

                                   Amendments
                                   ----------

                  SECTION 1. Except as otherwise set forth in Section 2 of this
Article XIV, these By-Laws may be altered or repealed at the Annual Meeting of
Stockholders or at any special meeting of the stockholders, in each case, at
which a quorum is present or represented, provided in the case of a special
meeting that notice of the proposed alteration or repeal is contained in the
notice of such special meeting, by the affirmative vote of the holders of a
majority in voting power of the outstanding capital stock entitled to vote at
such meeting and present or represented thereat (in person or by proxy), or by
the affirmative vote of a majority of the Board of Directors, at any regular
meeting or any special meeting of the Board.

                  SECTION 2. Notwithstanding any other provisions of these
By-Laws (including Section 1 of this Article XIV), the adoption by stockholders
of any alteration, amendment, change, addition to or repeal of all or any part
of Sections 1, 2, and 3 of Article I, Sections 2, 3, 4, 11, and 12 of Article II
or Section 2 of this Article XIV of these By-Laws, or the adoption by
stockholders of any other provision of these By-Laws which is inconsistent with
or in addition to such Sections of these By-Laws shall require the affirmative
vote of the holders of not less than 66 2/3% of the votes entitled to be cast by
the holders of all then outstanding capital stock of the Corporation entitled to
vote thereon.








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