EXHIBIT 3.6

                          AMENDED AND RESTATED BY-LAWS
                                       OF
                          INTERPLAY ENTERTAINMENT CORP.



                 SECTION 1.  LAW, CERTIFICATE OF INCORPORATION AND BY-LAWS

         1.1. These by-laws are subject to the certificate of  incorporation  of
the  corporation.  In these  by-laws,  references  to law,  the  certificate  of
incorporation  and by-laws mean the law, the  provisions of the  certificate  of
incorporation and the by-laws as from time to time in effect.

         SECTION 2.  STOCKHOLDERS

         2.1.  ANNUAL MEETING. The annual meeting of stockholders  shall be held
at 10:00 a.m. on the first Wednesday in June in each year,  unless that day be a
legal  holiday at the place where the  meeting is to be held,  in which case the
meeting  shall be held at the same hour on the next  succeeding  day not a legal
holiday, or at such other date and time as shall be designated from time to time
by the board of  directors  and  stated in the  notice of the  meeting.  At such
annual  meeting the  stockholders  shall elect a board of  directors,  and shall
transact such other  business as has been set forth in the notice of the meeting
or as may be required by law or these by-laws.

         2.2.  SPECIAL  MEETINGS.  A special meeting of the  stockholders may be
called at any time by the chairman of the board,  if any,  the  president or the
board of directors. A special meeting of the stockholders shall be called by the
secretary,  or in the case of the death,  absence,  incapacity or refusal of the
secretary,  by an assistant secretary or some other officer, upon application of
a majority of the  directors.  Any such  application  shall state the purpose or
purposes of the  proposed  meeting.  Any such call shall state the place,  date,
hour,  and purposes of the meeting,  and the business  transacted at any special
meeting shall be limited to the purposes set forth in such call.

         2.3.  PLACE  OF  MEETING.  All  meetings  of the  stockholders  for the
election  of  directors  or for any other  purpose  shall be held at such  place
within or without the State of Delaware as may be  determined  from time to time
by the chairman of the board,  if any, the  president or the board of directors.
Any adjourned  session of any meeting of the  stockholders  shall be held at the
place designated in the vote of adjournment.

         2.4. NOTICE OF MEETINGS. Except as otherwise provided by law, a written
notice of each meeting of stockholders  stating the place,  day and hour thereof
and, in the case of an annual  meeting,  any business to be  transacted  at such
annual  meeting  other than the  election  of  directors,  and, in the case of a
special meeting, the purposes for which such special meeting is called, shall be
given not less than ten nor more than sixty days  before  the  meeting,  to each
stockholder  entitled to vote thereat,  and to each  stockholder who, by law, by
the certificate of incorporation or by these by-laws,  is entitled to notice, by
leaving such notice with him or at his residence or usual place of business,  or
by depositing it in the United States mail,  postage  prepaid,  and addressed to
such stockholder at his address as it appears in the records of the corporation.
Such  notice  shall  be given  by the  secretary,  or by an  officer  or  person
designated by the board of directors, or in the case of a special meeting by the


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officer  calling  the  meeting.  As to any  adjourned  session of any meeting of
stockholders,  notice of the adjourned meeting need not be given if the time and
place  thereof are announced at the meeting at which the  adjournment  was taken
except  that if the  adjournment  is for more than  thirty  days or if after the
adjournment  a new record date is set for the adjourned  session,  notice of any
such  adjourned  session of the meeting shall be given in the manner  heretofore
described.  No notice of any meeting of  stockholders  or any adjourned  session
thereof need be given to a stockholder if a written  waiver of notice,  executed
before or after the meeting or such adjourned  session by such  stockholder,  is
filed with the records of the meeting or if the stockholder attends such meeting
without  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  meeting  of  the
stockholders  or any adjourned  session thereof need be specified in any written
waiver  of  notice.

         2.5.  QUORUM OF  STOCKHOLDERS.  At any  meeting of the  stockholders  a
quorum as to any matter shall consist of a majority of the votes  entitled to be
cast on the  matter,  except  where a larger  quorum is  required by law, by the
certificate of incorporation  or by these by-laws.  Any meeting may be adjourned
from time to time by a majority of the votes  properly  cast upon the  question,
whether  or not a quorum is  present.  If a quorum  is  present  at an  original
meeting,  a quorum need not be present at an adjourned  session of that meeting.
Shares of its own stock belonging to the corporation or to another  corporation,
if a majority of the shares  entitled to vote in the  election of  directors  of
such other  corporation  is held,  directly or indirectly,  by the  corporation,
shall neither be entitled to vote nor be counted for quorum purposes;  provided,
however, that the foregoing shall not limit the right of any corporation to vote
stock,  including  but not  limited to its own stock,  held by it in a fiduciary
capacity.

         2.6.  ACTION  BY VOTE.  When a quorum  is  present  at any  meeting,  a
plurality of the votes  properly  cast for election to any office shall elect to
such office and a majority of the votes  properly  cast upon any question  other
than an election to an office  shall decide the  question,  except when a larger
vote is  required  by law,  by the  certificate  of  incorporation  or by  these
by-laws.  No ballot  shall be required for any  election  unless  requested by a
stockholder  present or  represented  at the meeting and entitled to vote in the
election

         2.7.  ACTION  WITHOUT  MEETINGS.   Unless  otherwise  provided  in  the
certificate of  incorporation,  any action  required or permitted to be taken by
stockholders for or in connection with any corporate action may be taken without
a meeting,  without prior notice and without a vote, if a consent or consents in
writing,  setting  forth the action so taken,  shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary  to  authorize  or take such  action at a meeting  at which all shares
entitled to vote  thereon  were  present and voted and shall be delivered to the
corporation  by  delivery  to its  registered  office  in  Delaware  by  hand or
certified or registered mail, return receipt  requested,  to its principal place
of business or to an officer or agent of the  corporation  having custody of the
book in which  proceedings of meetings of stockholders  are recorded.  Each such
written  consent shall bear the date of signature of each  stockholder who signs
the consent.  No written consent shall be effective to take the corporate action
referred to therein unless written  consents  signed by a number of stockholders
sufficient  to take such action are delivered to the  corporation  in the manner
specified in this  paragraph  within sixty days of the earliest dated consent so
delivered.

         If action is taken by consent of  stockholders  and in accordance  with
the  foregoing,  there  shall  be filed  with the  records  of the  meetings  of
stockholders the writing or writings comprising such consent.


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         If action  is taken by less than  unanimous  consent  of  stockholders,
prompt  notice of the taking of such action  without a meeting shall be given to
those who have not consented in writing and a certificate signed and attested to
by the  secretary  that such notice was given shall be filed with the records of
the meetings of stockholders.

         In the event that the  action  which is  consented  to is such as would
have  required the filing of a  certificate  under any  provision of the General
Corporation Law of the State of Delaware,  if such action had been voted upon by
the  stockholders  at a  meeting  thereof,  the  certificate  filed  under  such
provision  shall  state,  in lieu of any  statement  required by such  provision
concerning a vote of  stockholders,  that  written  consent has been given under
Section 228 of said General  Corporation  Law and that  written  notice has been
given as provided in such Section 228.

         2.8.  PROXY REPRESENTATION.  Every  stockholder  may authorize  another
person or persons to act for him by proxy in all matters in which a  stockholder
is entitled to participate,  whether by waiving notice of any meeting, objecting
to or voting or  participating  at a meeting,  or expressing  consent or dissent
without a  meeting.  Every  proxy  must be signed by the  stockholder  or by his
attorney-in-fact  No proxy  shall be voted or acted upon after  three years from
its date unless such proxy provides for a longer  period.  A duly executed 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 proxy may be made  irrevocable  regardless of whether the
interest  with  which it is  coupled is an  interest  in the stock  itself or an
interest in the corporation generally. The authorization of a proxy may but need
not be limited to specified action,  provided,  however,  that if a proxy limits
its  authorization  to a meeting or meetings of  stockholders,  unless otherwise
specifically provided such proxy shall entitle the holder thereof to vote at any
adjourned session but shall not be valid after the final adjournment thereof.

         2.9.  INSPECTORS.  The directors or the person presiding at the meeting
may, but need not, appoint one or more inspectors of election and any substitute
inspectors to act at the meeting or any  adjournment  thereof.  Each  inspector,
before  entering upon the  discharge of his 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,  if any,
shall  determine the number of shares of stock  outstanding and the voting power
of each,  the shares of stock  represented  at the meeting,  the  existence of a
quorum, the validity and effect of proxies,  and shall receive votes, ballots or
consents,  hear and determine all challenges and questions arising in connection
with the right to vote,  count and  tabulate  all votes,  ballots  or  consents,
determine the result,  and do such acts as are proper to conduct the election or
vote with fairness to all stockholders,  Notwithstanding  the foregoing,  in the
event that a  stockholder  seeks to nominate one or more  directors  pursuant to
Section 3.3 of these by-laws,  the directors shall appoint two  inspectors,  who
shall not be affiliated with the Corporation, to determine whether a stockholder
has complied with Section 3.3 of these by-laws. If the inspector shall determine
that a  stockholder  has not  complied  with Section 3.3 of these  by-laws,  the
inspectors  shall direct the person presiding over the meeting to declare to the
meeting  that a  nomination  was not  made in  accordance  with  the  procedures
prescribed by the by-laws;  and the person  presiding  over the meeting shall so
declare to the meeting and the defective  nomination  shall be  disregarded.  On
request of the person  presiding at the  meeting,  the  inspectors  shall make a
report in writing of any  challenge,  question or matter  determined by them and
execute a certificate of any fact found by them.


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         2.10.  LIST OF  STOCKHOLDERS.  The secretary shall prepare and make, at
least ten days before  every  meeting of  stockholders,  a complete  list of the
stockholders  entitled to vote at such meeting,  arranged in alphabetical  order
and showing the address of each stockholder and the number of shares  registered
in his  name.  The  stock  ledger  shall  be the  only  evidence  as to who  are
stockholders  entitled to examine  such list or to vote in person or by proxy at
such meeting.

         SECTION 3.  BOARD OF DIRECTORS

         3.1   NUMBER. The number of directors  which shall constitute the whole
board  shall not be less than  seven (7) nor more than nine (9) in  number.  The
exact  number of  directors  shall be fixed  from  time to time by a  resolution
adopted by a unanimous vote of directors then serving.  Until otherwise fixed by
the  directors,  the  number  of  directors  constituting  the  entire  board of
directors  shall be seven (7). The number of  directors  may be decreased to any
number  permitted  by the  foregoing  at any time by the  directors by vote of a
majority  of the  directors  then in  office,  but only to  eliminate  vacancies
existing  by  reason  of the  death,  resignation  or  removal  of  one or  more
directors. Directors need not be stockholders.

         3.2.  TENURE.  At each annual  meeting of the  stockholders,  directors
shall be elected to hold office for a term  expiring at the next annual  meeting
of stockholders. The Secretary shall have the power to certify at any time as to
the number of directors authorized.  Except as otherwise provided by law, by the
certificate  of  incorporation  or by these  by-laws,  each director  shall hold
office until the  successors  of such  directors are elected and  qualified,  or
until he sooner dies, resigns, is removed or becomes disqualified.

         3.3.  NOMINATION.  Nominations  of persons for election to the board of
directors  may only be made by or at the  direction of the board of directors or
by any  stockholder  beneficially  owning  (as  defined  by  Rule  13d-3  of the
Securities  Exchange Act of 1934,  as amended) of record at least one percent (1
%) of the issued and outstanding  capital stock of the corporation.  Nominations
of persons to be elected to the Board of  Directors  at any  special  meeting of
stockholders  shall  be  made  pursuant  to  timely  notice  in  writing  to the
Secretary.  To be timely,  a stockholder's  notice (which shall only be required
with  respect to a special  meeting of  stockholders)  shall be  delivered to or
mailed and received at the principal  executive  offices of the  corporation not
less than 45 days nor more than 90 days prior to the meeting; provided, however,
that in the event that less than 55 days' notice or prior public  disclosure  of
the  date  of the  meeting  is  given  or made to  stockholders,  notice  by the
stockholder  to be  timely  must be so  received  not  later  than the  close of
business on the 10th day  following the date on which such notice of the date of
the meeting was mailed or such public  disclosure was made.  Such  stockholder's
notice  (which  shall only be  required  with  respect  to a special  meeting of
stockholders)  shall  set  forth  (A) as to each  person  whom  the  stockholder
proposes to nominate for  election or  reelection  as a director,  (i) the name,
age, business address and residence  address of such person,  (ii) the principal
occupation or employment of such person, (iii) the class and number of shares of
the capital stock of the corporation which are beneficially owned by such person
and (iv) any other information relating to such person that would be required to
be disclosed in solicitations of proxies for election of directors,  or would be
otherwise  required,  in each case pursuant to Regulation 14A promulgated  under
the Securities  Exchange Act of 1934, as amended  (including  without limitation
such person's written consent to being named in the proxy statement as a nominee
and to serving as a director if elected);  and (B) as to the stockholder  giving
the notice (i) the name and address of such  stockholder  and (ii) the class and
number of shares of the capital stock of the corporation  which are beneficially
owned (as  defined  by Rule 13d-3 of the  Securities  Exchange  Act of 1934,  as
amended) by


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such  stockholder.  If requested in writing by the Secretary at least 15 days in
advance of the annual meeting,  a stockholder whose shares are not registered in
the name of such  stockholder  on the  corporation's  books  shall  provide  the
Secretary,  within ten days of such request,  with documentary  support for such
claim of beneficial  ownership.  At the request of the board of  directors,  any
person  nominated  by the board of directors  for  election as a director  shall
furnish  to  the  Secretary  that  information  required  to be set  forth  in a
stockholder's notice of nomination which pertains to the nominee

         3.4.  POWERS.  The  business  and affairs of the  corporation  shall be
managed by or under the  direction of the board of directors  who shall have and
may exercise all the powers of the  corporation  and do all such lawful acts and
things as are not by law,  the  certificate  of  incorporation  or these  bylaws
directed or required to be exercised or done by the stockholders.

         3.5. VACANCIES. Vacancies and any newly created directorships resulting
from any  increase  in the  number  of  directors  may be  filled by vote of the
stockholders  at a meeting  called  for the  purpose,  or by a  majority  of the
directors  then in office,  although less than a quorum,  or by a sole remaining
director. When one or more directors shall resign from the board, effective at a
future date, a majority of the  directors  then in office,  including  those who
have resigned,  shall have power to fill such vacancy or vacancies,  the vote or
action by writing  thereon to take effect when such  resignation or resignations
shall  become  effective.  The  directors  shall have and may exercise all their
powers  notwithstanding  the existence of one or more vacancies in their number,
subject to any  requirements of law or of the certificate of incorporation or of
these  by-laws as to the number of  directors  required  for a quorum or for any
vote or other actions.

         3.6.  COMMITTEES.  The board of directors may, by vote of a majority of
the whole board,  (a)  designate,  change the  membership  of or  terminate  the
existence of any committee or  committees,  each  committee to consist of one or
more of the directors;  (b) designate one or more directors as alternate members
of any such committee who may replace any absent or  disqualified  member at any
meeting  of the  committee;  and (c)  determine  the  extent to which  each such
committee  shall have and may  exercise  the powers of the board of directors in
the  management  of the business and affairs of the  corporation,  including the
power to authorize the seal of the corporation to be affixed to all papers which
require it and the power and authority to declare  dividends or to authorize the
issuance  of  stock;  excepting,  however,  such  powers  which  by law,  by the
certificate of  incorporation  or by these by-laws they are  prohibited  from so
delegating.  In the absence or  disqualification of any member of such committee
and his alternate,  if any, the member or members thereof present at any meeting
and not  disqualified  from voting,  whether or not  constituting a quorum,  may
unanimously  appoint  another  member  of the board of  directors  to act at the
meeting in the place of any such absent or  disqualified  member.  Except as the
board of directors may otherwise determine, any committee may make rules for the
conduct of its  business,  but unless  otherwise  provided  by the board or such
rules, its business shall be conducted as nearly as may be in the same manner as
is  provided  by these  by-laws  for the  conduct  of  business  by the board of
directors.  Each committee shall keep regular minutes of its meetings and report
the same to the board of directors upon request.

         3.7.  REGULAR  MEETINGS. Regular meetings of the board of directors may
be held  without  call or notice at such  places  within or without the State of
Delaware  and at such  times  as the  board  may  from  time to time  determine,
provided that notice of the first regular meeting following any such


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determination  shall be given to  absent  directors.  A regular  meeting  of the
directors may be held without call or notice  immediately  after and at the same
place as the annual meeting of the stockholders.

         3.8.  SPECIAL  MEETINGS. Special meetings of the board of directors may
be held at any time and at any place  within or  without  the State of  Delaware
designated  in the notice of the  meeting,  when  called by the  chairman of the
board,  if  any,  the  president,  or by  one-third  or more  in  number  of the
directors,  reasonable  notice  thereof  being  given  to each  director  by the
secretary or by the chairman of the board,  if any, the  president or any one of
the directors calling the meeting.

         3.9. NOTICE. It shall be reasonable and sufficient notice to a director
to send  notice  by mail at least  forty-eight  hours or by  facsimile  at least
twenty-four hours before the meeting addressed to him at his usual or last known
business or residence  facsimile number or to give notice to him in person or by
telephone at least  twenty-four  hours  before the meeting.  Notice of a meeting
need not be given to any director if a written waiver of notice, executed by him
before or after the meeting, is filed with the records of the meeting, or to any
director  who attends the meeting  without  protesting  prior  thereto or at its
commencement the lack of notice to him. Neither notice of a meeting nor a wavier
of a notice need specify the purposes of the meeting.

         3.10.  QUORUM.  Except  as may be  otherwise  provided  by law,  by the
certificate of incorporation or these by-laws, at any meeting of the directors a
majority of the  directors  then in office shall  constitute a quorum;  a quorum
shall not in any case be less than  one-third  of the total  number of directors
constituting  the whole board. Any meeting may be adjourned from time to time by
a  majority  of the votes  cast upon the  question,  whether  or not a quorum is
present, and the meeting may be held as adjourned without further notice.

         3.11.  ACTION BY VOTE.  Except as may be otherwise  provided by law, by
the certificate of incorporation  or by these by-laws,  when a quorum is present
at any meeting the vote of a majority of the directors  present shall be the act
of the board of directors.

         3.12.  ACTION WITHOUT A MEETING. Any action required or permitted to be
taken at any meeting of the board of  directors  or a  committee  thereof may be
taken without a meeting if all the members of the board or of such committee, as
the case may be,  consent  thereto in writing,  and such writing or writings are
filed with the records of the meetings of the board or of such  committee.  Such
consent  shall be treated  for all  purposes  as the act of the board or of such
committee, as the case may be.

         3.13. PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE. Members of the
board of directors,  or any committee  designated by such board, may participate
in a meeting of such board or  committee  by means of  conference  telephone  or
similar communications  equipment by means of which all persons participating in
the  meeting can hear each other or by any other means  permitted  by law.  Such
participation shall constitute presence in person at such meeting.

         3.14. COMPENSATION.  In the discretion of the board of directors,  each
director may be paid such fees for his  services as director  and be  reimbursed
from his  reasonable  expenses  incurred  in the  performance  of his  duties as
director  as the board of  directors  from time to time may  determine.  Nothing
contained  in this section  shall be  construed  to preclude  any director  from
serving  the  corporation  in  any  other  capacity  and  receiving   reasonable
compensation therefor.


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         3.15.  INTERESTED DIRECTORS AND OFFICERS.

                (a)     No contract or transaction  between the  corporation and
one or more of its  directors or officers,  or between the  corporation  and any
other corporation,  partnership, association, or other organization in which one
or more of the corporation's 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 or  committee  thereof  which  authorizes  the  contract or
transaction,  or solely because his or their votes are counted for such purpose,
if:

                        (1)     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 or committee in good faith
authorizes the contract or transaction by the  affirmative  votes of majority of
the disinterested  directors,  even though the  disinterested  directors be less
than a quorum; or

                        (2)     The  material  facts as to his  relationship  or
interest and as to the contract or transaction are disclosed or are known to the
stockholder  entitled  to vote  thereon,  and the  contract  or  transaction  is
specifically approved in good faith by vote of the stockholders; or

                        (3)     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.

                (b)     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 authorized the contract or transaction.

         SECTION 4.  OFFICERS AND AGENTS.

         4.1.  ENUMERATION; QUALIFICATION. The officers of the corporation shall
be a president, a treasurer, a secretary and such other officers, if any, as the
board of  directors  from time to time may in its  discretion  elect or  appoint
including  without  limitation  a  chairman  of  the  board,  one or  more  vice
presidents and a controller.  The corporation may also have such agents, if any,
as the board of directors  from time to time may in its discretion  choose.  Any
officer  may be but none  need be a  director  or  stockholder.  Any two or more
offices may be held by the same person. Any officer may be required by the board
of directors to secure the faithful performance of his duties to the corporation
by giving bond in such amount and with  sureties  or  otherwise  as the board of
directors may determine.

         4.2.  POWERS.   Subject to law, to the certificate of incorporation and
to the other  provisions of these by-laws,  each officer shall have, in addition
to the  duties  and  powers  herein  set  forth,  such  duties and powers as are
commonly  incident  to his office and such  additional  duties and powers as the
board of directors may from time to time designate.

         4.3.  ELECTION.   The officers may be elected by the board of directors
at their first meeting  following the annual meeting of the  stockholders  or at
any other time. At any time or from time to


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time the  directors  may delegate to any officer their power to elect or appoint
any other officer or any agents.

         4.4.  TENURE. Each officer shall hold office until the first meeting of
the board of directors following the next annual meeting of the stockholders and
until his respective  successor is chosen and qualified  unless a shorter period
shall have been  specified  by the terms of his election or  appointment,  or in
each case until he sooner  dies,  resigns,  is removed or becomes  disqualified.
Each agent shall retain his authority at the pleasure of the  directors,  or the
officer  by whom  he was  appointed  or by the  officer  who  then  holds  agent
appointive power.

         4.5.  CHAIRMAN OF THE BOARD OF DIRECTORS, PRESIDENT AND VICE PRESIDENT.
The chairman of the board, if any, shall have such duties and powers as shall be
designated  from time to time by the  board of  directors.  Unless  the board of
directors  otherwise  specifies,  the chairman of the board, or if there is none
the chief executive  officer,  shall preside,  or designate the person who shall
preside, at all meetings of the stockholders and of the board of directors.

         Unless the board of directors otherwise specifies,  the president shall
be the chief  executive  officer  and shall have direct  charge of all  business
operations  of the  corporation  and,  subject to the control of the  directors,
shall have general charge and supervision of the business of the corporation.

         Any vice  president  shall have such  duties and powers as shall be set
forth in these by-laws or as shall be designated  from time to time by the board
of directors or by the president.

         4.6. TREASURER AND ASSISTANT TREASURERS.  Unless the board of directors
otherwise  specifies,  the treasurer shall be the chief financial officer of the
corporation and shall be in charge of its funds and valuable  papers,  and shall
have such other duties and powers as may be designated  from time to time by the
board of  directors  or by the  president.  If no  controller  is  elected,  the
treasurer shall,  unless the board of directors otherwise  specifies,  also have
the duties and powers of the controller.

         Any assistant  treasurers shall have such duties and powers as shall be
designated  from time to time by the board of  directors,  the  president or the
treasurer.

         4.7. CONTROLLER AND ASSISTANT  CONTROLLER.  If a controller is elected,
he  shall,  unless  the board of  directors  otherwise  specifies,  be the chief
accounting  officer of the  corporation and be in charge of its books of account
and accounting  records,  and of its accounting  procedures.  He shall have such
other duties and powers and may be designated  from time to time by the board of
directors, the president or the treasurer.

         Any assistant  controller shall have such duties and powers as shall be
designated  from  time to time by the board of  directors,  the  president,  the
treasurer or the controller.

         4.8.  SECRETARY AND ASSISTANT  SECRETARIES.  The secretary shall record
all proceedings of the stockholders, of the board of directors and of committees
of the board of directors in a book or series of books to be kept  therefore and
shall file therein all actions by written  consent of stockholders or directors.
In the absence of the secretary from any meeting, an assistant secretary,  or if
there be none or he is absent,  a  temporary  secretary  chosen at the  meeting,
shall record the proceedings thereof. Unless a transfer agent has been appointed
the secretary  shall keep or cause to be kept the stock and transfer  records of
the corporation, which shall contain the names and record addresses of all


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stockholders  and  the  number  of  shares   registered  in  the  name  of  each
stockholder. He shall have such other duties and powers as may from time to time
be designated by the board of directors or the president.

         Any assistant secretaries shall have such duties and powers as shall be
designated  from time to time by the board of  directors,  the  president or the
secretary.

         SECTION 5.  RESIGNATIONS AND REMOVALS.

         5.1.  Any director or officer may resign at any time by delivering  his
resignation in writing to the chairman of the board,  if any, the president,  or
the secretary or to a meeting of the board of directors.  Such resignation shall
be effective upon receipt  unless  specified to be effective at some other time,
and  without  in either  case the  necessity  of its being  accepted  unless the
resignation shall so state. A director  (including  persons elected by directors
to fill vacancies in the board) may be removed from office with or without cause
by the vote of the holders of a two-thirds of the shares issued and  outstanding
and entitled to vote in the election of directors. The board of directors may at
any time remove any officer either with or without cause. The board of directors
may at any time  terminate or modify the authority of any agent.  No director of
officer  resigning  and (except where a right to receive  compensation  shall be
expressly  provided in a duly authorized written agreement with the corporation)
no director or officer removed shall have any right to any  compensation as such
director or officer for any period following his resignation or removal,  or any
right to damages on account of such removal,  whether his compensation be by the
month or by the year or otherwise;  unless,  in the case of a  resignation,  the
directors,  or, in the case of removal, the body acting on the removal, shall in
their or its discretion provide for compensation.

         SECTION 6.  VACANCIES.

         6.1.  If the office of the  president or the treasurer or the secretary
becomes vacant, the directors may elect a successor by vote of a majority of the
directors then in office. If the office of any other officer becomes vacant, any
person  or body  empowered  to  elect  or  appoint  that  officer  may  choose a
successor.  Each such successor shall hold office for the unexpired term, and in
the case of the president,  the treasurer and the secretary  until his successor
is chosen and qualified or in each case he sooner dies,  resigns,  is removed or
becomes disqualified. Any vacancy of a directorship shall be filled as specified
in Section 3.5 of these by-laws.

         SECTION 7.  CAPITAL STOCK.

         7.1.  STOCK  CERTIFICATES.  Each  stockholder  shall be  entitled  to a
certificate  stating the number and the class and the designation of the series,
if any, of the shares held by him, in such form as shall,  in conformity to law,
the  certificate of  incorporation  and the by-laws,  be prescribed from time to
time by the board of directors. Such certificate shall be signed by the chairman
or vice chairman of the board,  if any, or the president or a vice president and
by the  treasurer or an assistant  treasurer or by the secretary or an assistant
secretary.  Any of or all the signatures on the  certificate may be a facsimile.
In case an  officer,  transfer  agent,  or  registrar  who has  signed  or whose
facsimile  signature has been placed on such 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 time of its issue.


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         7.2.  LOSS OF  CERTIFICATES.  In the case of the alleged  theft,  loss,
destruction or mutilation of a certificate of stock, a duplicate certificate may
be issued  in place  thereof,  upon  such  terms,  including  receipt  of a bond
sufficient to indemnify the corporation against any claim on account thereof, as
the board of directors may prescribe.

         SECTION 8.  TRANSFER OF SHARES OF STOCK.

         8.1.  TRANSFER ON BOOKS. Subject to the restrictions, if any, stated or
noted on the stock certificate,  shares of stock may be transferred on the books
of the  corporation by the surrender to the corporation or its transfer agent of
the  certificate   therefor  properly  endorsed  or  accompanied  by  a  written
assignment and power of attorney  properly  executed,  with  necessary  transfer
stamps  affixed,  and with such proof of the  authenticity  of  signature as the
board of directors  or the  transfer  agent of the  corporation  may  reasonably
require.  Except as may be  otherwise  required  by law, by the  certificate  of
incorporation  or by these by-laws,  the corporation  shall be entitled to treat
the record  holder of stock as shown on its books as the owner of such stock for
all purposes, including the payment of dividends and the right to receive notice
and to vote or to give any consent  with  respect  thereto and to be held liable
for such  calls  and  assessments,  if any,  as may  lawfully  be made  thereon,
regardless of any transfer,  pledge or other disposition of such stock until the
shares have been properly transferred on the books of the corporation.

         It shall be the duty of each  stockholder to notify the  corporation of
his post office address.

         8.2.  RECORD  DATE  AND  CLOSING  TRANSFER  BOOKS.  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 sixty nor less than ten days before the
date of such meeting. If no such record date is fixed by the board of directors,
the record date for  determining  the  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 apply to any  adjournment  of the  meeting;
provided, however, that the board of directors may fix a new record date for the
adjourned meeting.

         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 ten days after the date upon
which  the  resolution  fixing  the  record  date is  adopted  by the  board  of
directors. If no such 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 by the General  Corporation Law of the State of Delaware,  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 Delaware by hand or certified or registered  mail,  return
receipt requested,  to its principal place of business or to an officer or agent
of the corporation  having custody of the book in which  proceedings of meetings
of stockholders  are recorded.  If no record date has been fixed by the board of
directors and prior action by the board of directors is required by the


<PAGE>


General  Corporation  Law  of  the  State  of  Delaware,  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.

         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 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 sixty days prior to such payment,  exercise or other
action.  If no such  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.

         SECTION 9.  INDEMNIFICATION.

         9.1.   RIGHT TO INDEMNIFICATION. Each person who was or is made a party
or is threatened  to be made a party to or is otherwise  involved in any action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(hereinafter a  "proceeding"),  by reason of the fact that he or she is or was a
director  officer of the  corporation or is or was serving at the request of the
corporation as a director or officer of another corporation or of a partnership,
joint  venture,  trust or other  enterprise,  including  service with respect to
employee benefit plans (hereinafter an "indemnitee"),  whether the basis of such
proceeding is alleged action in an official capacity as a director or officer or
in any  other  capacity  while  serving  as a  director  or  officer,  shall  be
indemnified  and  held  harmless  by  the  corporation  to  the  fullest  extent
authorized by the Delaware  General  Corporation  Law, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment  permits the corporation to provide broader  indemnification
rights  than  such  law  permitted  the  corporation  to  provide  prior to such
amendment),  against all expense, liability and loss (including attorneys' fees,
judgments,   fines,  ERISA  excise  taxes  or  penalties  and  amounts  paid  in
settlement)  reasonably  incurred or suffered by such  indemnitee  in connection
therewith and such  indemnification  shall  continue as to an indemnitee who has
ceased to be a  director  or  officer  and  shall  inure to the  benefit  of the
indemnitee's  heirs,  executors and  administrators;  provided,  however,  that,
except as provided in this  Section 9.1 with respect to  proceedings  to enforce
rights to  indemnification,  the corporation shall indemnify any such indemnitee
in connection  with a proceeding (or part thereof)  initiated by such indemnitee
only if such  proceeding  (or  part  thereof)  was  authorized  by the  board of
directors of the  corporation.  The right to  indemnification  conferred in this
Section 9.1 shall be a contract  right and shall include the right to be paid by
the  corporation  the expenses  incurred in  defending  any such  proceeding  in
advance of its final  disposition  (hereinafter  an  "advancement of expenses");
provided,  however,  that, if the Delaware General Corporation Law requires,  an
advancement  of expenses  incurred by an  indemnitee in his or her capacity as a
director or officer  (and not in any other  capacity in which  service was or is
rendered  by  such  indemnitee,  including  without  limitation,  service  to an
employee benefit plan) shall be made only upon delivery to the corporation of an
undertaking,  by or on  behalf  of such  indemnitee,  to repay  all  amounts  so
advanced if it shall  ultimately be determined by final  judicial  decision from
which there is not further right to appeal that such  indemnitee is not entitled
to  be  indemnified  for  such  expenses  under  this  Section  9  or  otherwise
(hereinafter an "undertaking").

         9.2.  RIGHT OF INDEMNITEE TO BRING SUIT.  If a claim under  Section 9.1
of these by-laws is not paid in full by the corporation  within  forty-five (45)
days after a written claim has been received by


<PAGE>


the  corporation,  the indemnitee may at any time thereafter  bring suit against
the  corporation  to recover the unpaid  amount of the claim.  If  successful in
whole  or part in any  such  suit or in a suit  brought  by the  corporation  to
recover an advancement of expenses pursuant to the terms of an undertaking,  the
indemnitee  shall be  entitled  to be paid also the  expense of  prosecuting  or
defending  such suit.  In (i) any suit  brought by the  indemnitee  to enforce a
right to indemnification  hereunder (but not in a suit brought by the indemnitee
to enforce a right to an  advancement  of expenses) it shall be a defense  that,
and (ii) any suit by the  corporation  to recover  an  advancement  of  expenses
pursuant to the terms of an  undertaking  the  corporation  shall be entitled to
recover such expenses upon a final adjudication that, the indemnitee has not met
the applicable standard of conduct set forth in the Delaware General Corporation
Law.  Neither the failure of the corporation  (including its board of directors,
independent  legal counsel,  or its  stockholders)  to have made a determination
prior to the commencement of such suit that indemnification of the indemnitee is
proper  in the  circumstances  because  the  indemnitee  has met the  applicable
standard of conduct set forth in the Delaware  General  Corporation  Law, nor an
actual  determination  by the  corporation  (including  its board of  directors,
independent legal counsel,  or its stockholders) that the indemnitee has not met
such  applicable  standard  of  conduct,  shall  create a  presumption  that the
indemnitee  has not met the  applicable  standard  of conduct or, in the case of
such a suit  brought  by  indemnitee,  be a defense  to such  suit.  In any suit
brought by the indemnitee to enforce a right hereunder, or by the corporation to
recover an advancement of expenses pursuant to the terms of an undertaking,  the
burden of proving that the  indemnitee is not entitled to be  indemnified  or to
such  advancement of expenses under this Section 9 or otherwise  shall be on the
corporation.

         9.3.  NON-EXCLUSIVITY OF RIGHTS.  The rights of indemnification  and to
the  advancement of expenses  conferred in this Section 9 shall not be exclusive
of and shall not affect any other right which any person may have or  thereafter
acquire under any statue, provision of the Certificate of Incorporation, by-law,
agreement,  vote of stockholders or  disinterested  directors or otherwise,  and
shall  inure to the  benefit  of the  heirs and  legal  representatives  of such
person.

         9.4. INSURANCE. The corporation may maintain insurance, at its expense,
to  protect  itself  and  any  director,  officer,  employee  or  agent  of  the
corporation or another corporation,  partnership,  joint venture, trust or other
enterprise  against  any  expense,   liability  or  loss,  whether  or  not  the
corporation  would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.

         9.5.  INDEMNIFICATION  OF EMPLOYEES OR AGENTS OF THE  CORPORATION.  The
corporation  may,  to the  extent  authorized  from time to time by the board of
directors,  grant rights to indemnification  and to the advancement of expenses,
to any  employee  or agent  of the  corporation  to the  fullest  extent  of the
provisions of this Section 9 with respect to the indemnification and advancement
of expenses of directors or officers of the corporation.

         9.6. INDEMNIFICATION CONTRACTS. The board of directors is authorized to
enter into a  contract  with any  director,  officer,  employee  or agent of the
corporation,  or any person  serving  at the  request  of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture, trust or other enterprise,  including employee benefit plans, providing
for  indemnification  rights  equivalent  to or,  if the board of  directors  so
determines, greater than, those provided for in this Section 9.


<PAGE>


         9.7.  EFFECT OF AMENDMENT, Any amendment, repeal or modification of any
provision  of  this  Section  9 by  the  stockholders  or the  directors  of the
corporation  shall not adversely affect any right or protection of a director or
officer of the  corporation  existing at the time of such  amendment,  repeal or
modification.

         SECTION 10.  CORPORATE SEAL.

         10.1.  Subject  to  alteration  by  the  directors,  the  seal  of  the
corporation shall consist of a flat-faced  circular die with the word "Delaware"
and the name of the  corporation  cut or engraved  thereon,  together  with such
other  words,  dates  or  images  as may be  approved  from  time to time by the
directors.

         SECTION 11.  EXECUTION OF  PAPERS.

         11.1.  Except as the board of directors  may generally or in particular
cases authorize the execution thereof in some other manner,  all deeds,  leases,
transfers,  contracts,  bonds, notes, checks,  drafts or other obligations made,
accepted or endorsed by the  corporation  shall be signed by the chairman of the
board, if any, the president, a vice president or the treasurer.

         SECTION 12.  FISCAL YEAR.

         12.1.  The fiscal year of the  corporation  shall end on  December  31.

         SECTION 13.  AMENDMENTS.

         13.1.  These  by-laws may be adopted,  amended or repealed by vote of a
majority of the directors then in office (except that any amendment or repeal of
Sections  3.1, 3.3 or 13.1 of these bylaws shall be made only by unanimous  vote
of the directors then serving) or by vote of a majority of the stock outstanding
and entitled to vote. Any by-law,  whether  adopted,  amended or repealed by the
stockholders or directors,  may be amended or reinstated by the  stockholders or
the directors.