Exhibit 3.2

                                     BY-LAWS
                                       OF
                              AMICI VENTURES, INC.

                               ARTICLE 1. OFFICES

      SECTION 1. PRINCIPAL OFFICE.  The principal of the corporation shall be in
the County of New York, State of New York.

                                    ARTICLE P

                                  SHAREHOLDERS

      SECTION 1. PLACE OF MEETINGS.  Meetings of the shareholders may be held at
such place or places, within or without the State of New York, as shall be fixed
by the Board of Directors and stated in the notice of the meeting.

      SECTION 2. ANNUAL  MEETING.  The annual  meeting of  shareholders  for the
election of directors and the transaction of such other business as may properly
come  before  the  meeting  shall  be held on such  date as may be  fixed by the
directors and stated in the notice of the meeting.

      SECTION 3. NOTICE OF ANNUAL MEETING. Notice of the annual meeting, stating
the time and place thereof, shall be given to each shareholder entitled to vote,
not fewer than ten nor more than fifty days prior to the meeting.

      SECTION 4. SPECIAL  MEETINGS.  Special meetings of the shareholders may be
called by the Board of  Directors or by the  President  and shall be called upon
receipt  by either of them of a written  request by the  holders of  twenty-five
percent of the outstanding stock entitled to vote.

      SECTION 5. NOTICE OF SPECIAL MEETING. Notice of a special meeting, stating
the  time,  place  and  purpose  or  purposes  thereof,  shall  be given to each
shareholder  entitled to vote, not fewer than ten nor more than fifty days prior
to the meeting.  The notice shall also set forth at whose  direction it is being
issued.

      SECTION 6. QUORUM.  At any meeting of the  shareholders,  the holders of a
majority of the shares of stock then entitled to vote, shall constitute a quorum
for the transaction of any business,  except as otherwise provided by law or the
Certificate of Incorporation.

      SECTION 7.  VOTING.  Every  shareholder  entitled  to vote at a meeting of
shareholders may vote in person or by proxy and, except as otherwise provided by
the  Certificate of  Incorporation,  shall have one vote for each share of stock
registered in his name.

      SECTION  8.  ADJOURNED  MEETINGS.  Any  meeting  of  shareholders  may  be
adjourned to a designated  time and place by a vote of a majority in interest of
the shareholders present in person or by proxy and entitled to vote, even though
less than a quorum is so present. No notice of such an adjourned meeting need be
given,  other than by  announcement  at the  meeting,  and any  business  may be
transacted which might have been transacted on the original date of the meeting.

      SECTION 9. ACTION  WITHOUT A MEETING.  Whenever  under any  provision of a
statute  or  the   corporation's   Certificate  of   Incorporation   or  By-Laws
shareholders  are required or permitted to take any action by vote,  such action
may be taken without a meeting on written  consent,  setting forth the action so
taken, signed by the holders of all outstanding shares entitled to vote thereon.


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                              ARTICLE III DIRECTORS

      SECTION I. NUMBER.  The business of the corporation shall be managed under
the direction of its Board of Directors, each of whom shall be at least eighteen
(18) years of age.  The number of  directors  of the  corporation  shall be such
number,  as shall be determined  from time to time by the  incorporator(s),  its
Board of Directors  or its  shareholders.  The number of directors  shall not be
less than three,  unless the number of shareholders is less than three, in which
event the number of directors  may not be less than the number of  shareholders.
The  initial  number of  directors  of the  corporation  shall be such number of
directors  as  is  elected  by  the  incorporator(s).   Directors  need  not  be
shareholders.

      SECTION 2. ELECTION AND TERM OF DIRECTORS.  Directors  shall be elected at
each annual  shareholders  meeting,  to hold office until the  expiration of the
term for which they are elected,  and until their  successors  have been elected
and qualified.

      SECTION 3. POWERS. The Board of Directors shall exercise all of the powers
of the  corporation  except those that may be conferred  upon or reserved to the
shareholders by the corporation's  By-Laws or Certificate of incorporation or by
applicable law.

      SECTION  4.  MEETINGS.  QUORUM.  Meetings  of the Board may be held at any
place,  either within or outside the State of New York,  provided a quorum is in
attendance.   Except  as  may  otherwise  be  provided  by  the  Certificate  of
Incorporation  or by the Business  Corporation  Law, a majority of the directors
shall constitute a quorum at any meeting of the Board and the vote of a majority
thereof shall constitute the act of the Board.

      Special meetings of the Board shall be held upon notice, to each director,
specifying  the Lime and place thereof,  and may be called by the Chairman,  the
President or the  Secretary.  A special  meeting must be called upon the written
request of two directors.  Three day's notice must be given to each director, if
by mail, or two day's notice if given personally or by fax, telecopy,  telegraph
or cable.

      Any  one or  more  members  of the  Board  or any  committee  thereof  may
participate  in a meeting of such Board or  committee  by means of a  conference
telephone or similar communications equipment allowing all persons participating
in the meeting to hear each other at the same time.  Participation by such means
shall constitute presence in person at a meeting.

      SECTION 5. ACTION WITHOUT A MEETING.  Any action  required or permitted to
be taken by the Board or any Committee thereof may be taken without a meeting if
all members of the Board or the Committee  consent in writing to the adoption of
a resolution  authorizing  the action.  The resolution and the written  consents
thereto by the members of the Board or Committee shall be filed with the minutes
of the proceedings of the Board or Committee.

      SECTION  6.  VACANCIES.  REMOVAL.  Except  as  otherwise  provided  in the
Certificate of Incorporation or the By-Laws, vacancies occurring on the Board of
Directors,  whether  arising from removal with or without  cause,  newly created
directorships,  or any other  reason,  may be filled by a  majority  vote of the
remaining directors,  though less than a quorum, or such vacancies may be filled
by vote of the shareholders.

      Except  as   otherwise   provided  in  the  By-Laws  or   Certificate   of
Incorporation,  any or all of the  directors  may be removed (a) with or without
cause,  at any  time,  by vote of the  shareholders  holding a  majority  of the
outstanding stock of the corporation  entitled to vote,  present in person or by
proxy, at any meeting of the shareholders; (b) for cause, by action of the Board
of Directors at any regular or special meeting of the Board.

      SECTION 7. COMMITTEES.  The Board of Directors, by resolution adopted by a
majority  of the entire  Board,  may  designate  from its  members an  Executive
Committee or other  committee or  committees,  each  consisting of three or more
directors,  with such powers and authority  (to the extent  permitted by law) as
may be provided in said resolution.

<PAGE>

                               ARTICLE IV OFFICER$

      SECTION 1. OFFICERS. The officers of the corporation shall be a President,
a  Secretary  and a  Treasurer,  each of whom  shall be  elected by the Board of
Directors  and  shall  serve at the  pleasure  of the Board of  Directors  until
removed or until the election and qualification of their respective  successors.
The Board of  Directors  may also elect a Chairman  of the Board and one or more
Vice  Presidents.  Any two  offices may be held by the same  person,  except the
offices of President  and  Secretary;  provided,  however,  that when all of the
issued and  outstanding  stock of the  corporation is owned by one person,  such
person may hold all or any combination of offices. All vacancies occurring among
any of the  officers  shall be  filled  by the  Board of  Directors.  Except  as
otherwise  provided  in the  Certificate  of  Incorporation,  any officer may be
removed at any time,  with or without  cause,  by the vote of a majority  of the
directors present at any regular or special meeting of the Board.

      SECTION 2. OTHER  OFFICERS.  The Board of Directors may appoint such other
officers and agents with such powers and duties as it shall deem necessary.

      SECTION 3. THE CHAIRMAN OF THE BOARD. The Chairman of the Board, if one is
elected,  shall  preside at all meetings of the Board of Directors  and he shall
have and perform  such other  duties as from Lime to time may be assigned to him
by the Board of Directors.

      SECTION 4, THE PRESIDENT.  In the absence or non-election of a Chairman of
the Board of  Directors,  the  President  shall  preside at all  meetings of the
shareholders  and at all  meetings  of the  directors.  He  shall  have  general
management and control of the business and affairs of the  corporation,  subject
to the control of the Board of Directors.

      SECTION 5.  VICE-PRESIDENT.  The  Vice-President  shall, in the absence or
disability of the  President,  exercise the powers and perform the duties of the
President and shall  exercise such other powers and perform such other duties as
shall from time to time be assigned by the  Chairman of the Board (if any),  the
President or the Board of Directors.

      SECTION  6. THE  TREASURER.  The  Treasurer  shall be the chief  financial
officer  of the  Corporation  and shall have  custody of all funds,  securities,
evidence of indebtedness  and other valuable  documents of the  corporation;  he
shall receive and give receipts and acquittance for moneys paid in or on account
of the corporation, and shall pay out of the funds on hand all just debts of the
corporation,  of whatever  nature,  upon maturity;  he shall  regularly enter in
books of the company to be kept for that purpose,  full and accurate accounts of
all moneys  received and paid out on account of the  corporation,  shall execute
tax returns of the Corporation and he shall perform all other duties incident to
the office of  Treasurer  and as may be assigned to him by the Chairman of Board
(if any), the President or the Board of Directors.

      SECTION 7., THE  SECRETARY.  The  Secretary  shall keep the minutes of all
proceedings of the Board of Directors and the  shareholders;  he shall attend to
the giving and serving of notice of all meetings of  shareholders  and directors
or other notices required by law or by these By-Laws; he shall affix the seal of
the corporation to deeds, contracts and other instruments requiring a seal, when
duly  signed or when so ordered by the  directors;  he shall have  charge of the
certificate  books and stock  books and such other books and papers as the Board
may  direct,  and he shall  perform all other  duties  incident to the office of
Secretary  and as may be assigned to him by the  Chairman of the Board (if any),
the President or the Board of Directors.

      SECTION  8.  ADDITIONAL  POWERS OF  OFFICERS.  In  addition  to the powers
specifically  provided in these By-Laws,  each officer of the corporation  shall
have such other or additional  authority and perform such duties as the Board of
Directors may from time to time determine.

      SECTION 9.  COMPENSATION.  Officers of the corporation  shall receive only
such salary or compensation  as may be determined by the Board of Directors.  No
officer shall be

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precluded  from  receiving any  compensation  by reason of the fact he is also a
director, or from voting on a resolution providing the same.

                                    ARTICLE V

                                  CAPITAL STOCK

      SECTION 1. FORM AND EXECUTION OF CERTIFICATES. Certificates of stock shall
be in such form as required by the Business  Corporation  Law of New York and as
shall be approved by the Board of Directors.  The certificates shall be numbered
and  entered  in  the  books  of  the  corporation  in  the  order  issued.  The
certificates  shall be  signed by the  Chairman  of the Board (if any) or by the
President or a Vice President and by the Secretary or the Treasurer and they may
be sealed with the corporate seal (if any) or a facsimile thereof.

      SECTION 2., TRANSFER.  The shares of the corporation shall be transferable
only  upon its  books by the  registered  holders  in  person  or by their  duly
authorized attorneys,  and upon surrender of the certificate(s) for such shares,
duly endorsed or properly assigned for transfer.

      SECTION  3.  LOST  OR  DESTROYED  CERTIFICATES.   Any  person  claiming  a
certificate  representing shares to be lost, destroyed or stolen, may notify the
corporation  and make an affidavit  or  affirmation  of that fact.  The Board of
Directors  may, in its  discretion,  and upon  satisfactory  proof of such loss,
cause a new  certificate  for shares to be  issued.  The Board may  require  the
giving of a bond in such form and in such amount as the Board may  determine  as
sufficient  to indemnify  the  corporation  against any claim made against it by
reason  of the  alleged  loss or  destruction  of any  such  certificate  or the
issuance of a new certificate.

      SECTION 4. RECORD DATE. The Board of Directors may fix, in advance, a date
as the record date for the  determination of shareholders  entitled to notice of
or to vote at any meeting of  shareholders  or any  adjournment  thereof,  or to
express  consent to or dissent from any proposal  without a meeting,  or for the
purpose  of  determining   shareholders  entitled  to  receive  payment  of  any
dividends,  or the  allotment  of any  rights,  or for the  purpose of any other
action. Such date shall not be more than fifty nor less than ten days before the
date of such meeting, nor more than fifty days prior to any other action.

                                   ARTICLE VI

                                  MISCELLANEOUS

      SECTION 1. DIVIDENDS. The Board of Directors may but shall not be required
to declare,  and the  corporation  may pay,  dividends  in cash,  securities  or
property,  including the securities of other  corporations,  on its  outstanding
shares.

      SECTION 2. SEAL. The directors may provide a suitable corporate seal which
shall be in the charge of the secretary and shall be used as provided for in the
By-Laws.

      SECTION 3. FISCAL YEAR. The fiscal year of the corporation may be fixed by
the directors.

      SECTION  4.  SIGNING  OF  OBLIGATIONS.  Checks,  notes,  drafts,  bills of
exchange and orders for the payment of money shall be signed or endorsed in such
manner as shall be determined by the directors.

      SECTION 5. NOTICE AND WAIVER OF NOTICE.  Whenever notice is required to be
given to any person by the certificate of  incorporation,  By-Laws or applicable
law,  personal notice shall not be necessary  unless  expressly  stated.  Notice
shall be deemed sufficient if deposited in the

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United States mail,  with postage thereon  prepaid,  addressed to such person at
such address as appears on the books of the Corporation or, if he has filed with
the Secretary of the corporation a written request that notices to him be mailed
to some other address, then to that address.  Unless otherwise indicated herein,
such  notice  shall be deemed to have  been  given on the date of such  mailing.
Notice may also be delivered  personally,  against receipt,  and shall be deemed
given when so delivered.

      Notice  need not be given to any  person  who  submits a signed  waiver of
notice, whether before or after the time notice is required to be given, and the
presence of any person at a meeting shall constitute waiver of notice thereof as
to such  person,  unless  such  person  appears  solely to object to the lack of
notice.

      SECTION 6.  CONSTRUCTION.  Whenever used in these  By-Laws,  the masculine
pronoun  shall  include the feminine and the singular  shall include the plural,
unless a different meaning is otherwise required by the context.

                             ARTICLE VII AMENDMENTS

      Except as otherwise  provided in the  Certificate  of  Incorporation,  the
By-Laws may be adopted, amended or repealed by vote of The holders of a majority
of the shares entitled to vote. The By-Laws may be adopted,  amended or repealed
by majority vote of the Board of  Directors,  but any such By-Law may be amended
or repealed by the shareholders entitled to vote thereon as herein provided.