EXHIBIT 3.2


                         RESORTQUEST INTERNATIONAL, INC.

                             ----------------------

                                 AMENDED BYLAWS
                             AS OF FEBRUARY 10, 1999

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                                    ARTICLE I
                                     OFFICES

       Section 1.01.  Registered  Office.  The registered  office of ResortQuest
International,  Inc.  (hereinafter referred to as the "Corporation") shall be in
the City of Wilmington, County of New Castle, State of Delaware.

       Section 1.02.  Additional Offices.  The Corporation may also have offices
at such other  places,  both within and outside  the State of  Delaware,  as the
Board of  Directors  may from time to time  determine  or as the business of the
Corporation may require.

                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS
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       Section  2.01.  Time and Place.  All  meetings  of  stockholders  for the
election of  Directors  shall be held at such time and place,  either  within or
outside the State of Delaware,  as shall be designated  from time to time by the
Board of Directors and stated in the notice of the meeting or in a duly executed
waiver of notice of the meeting.  Meetings of stockholders for any other purpose
may be held at such  time and  place  either  within  or  outside  the  State of
Delaware as shall be stated in the notice of the  meeting or in a duly  executed
waiver of notice of the meeting.

       Section 2.02.  Annual Meeting.  Annual meetings of stockholders  shall be
held for the purpose of electing a Board of Directors and transacting such other
business as may properly be brought before the meeting.

       Section  2.03.  Notice of Annual  Meeting.  Written  notice of the annual
meeting, stating the place, date and time of such annual meeting, shall be given
to each  stockholder  entitled  to vote at such  meeting  not less than ten (10)
(unless a longer  period is required by law) nor more than sixty (60) days prior
to the meeting.

       Section 2.04. Special Meeting. Special meetings of the stockholders,  for
any  purpose  or  purposes,  unless  otherwise  prescribed  by statute or by the
Certificate  of  Incorporation,  may be called by the Chairman of the Board,  if
any, or, if the Chairman is not present (or, if there is none), by the President
and shall be called by the President or Secretary at the request in writing of a
majority  of the Board of  Directors.  Such  request  shall state the purpose or
purposes of the 



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proposed  meeting.  The person  calling such  meeting  shall cause notice of the
meeting to be given in  accordance  with the  provisions of Section 2.05 of this
Article II and of Article V.

       This Section 2.04 may be altered,  amended or repealed or a new provision
adopted by the stockholders at any regular meeting of the stockholders or at any
special  meeting of the  stockholders,  if notice of such  proposed  alteration,
amendment  repeal or adoption of a new  provision  be contained in the notice of
such special meeting, only upon the affirmative vote of the holders of sixty-six
and two-thirds percent (66 2/3%) of the voting stock of the Corporation.

       Section  2.05.  Notice of Special  Meeting.  Written  notice of a special
meeting,  stating  the  place,  date and time of such  special  meeting  and the
purpose or purposes for which the meeting is called,  shall be delivered  either
personally  or mailed to his or her last  address to each  stockholder  not less
than ten (10)  (unless a longer  period is  required by law) nor more than sixty
(60) days prior to the meeting.

       Section 2.06.  List of  Stockholders.  The officer in charge of the stock
ledger of the Corporation or the transfer agent shall prepare and make, at least
ten (10) days  before  every  meeting of  stockholders,  a complete  list of the
stockholders  entitled to vote at the meeting,  arranged in alphabetical  order,
and showing the address of each stockholder and the number of shares  registered
in the name of each  stockholder.  Such list shall be open to the examination of
any  stockholder,  for any  purpose  germane  to the  meeting,  during  ordinary
business hours, for a period of at least ten (10) days prior to the meeting,  at
a place  within the city where the meeting is to be held.  Such place,  if other
than the place of the meeting,  shall be specified in the notice of the meeting.
The list shall also be  produced  and kept at the time and place of the  meeting
during the whole time of the meeting and may be inspected by any stockholder who
is present.

       Section  2.07.  Presiding  Officer.  Meetings  of  stockholders  shall be
presided  over by the  Chairman of the Board,  if any, or if the Chairman is not
present (or if there is none),  by the  President,  or, if the  President is not
present,  by a Vice President,  or, if a Vice President is not present,  by such
person who may have been chosen by the Board of  Directors,  or, if none of such
persons is  present,  by a Chairman  to be chosen by the  stockholders  owning a
majority  of  the  shares  of  capital  stock  of  the  Corporation  issued  and
outstanding and entitled to vote at the meeting and who are present in person or
represented by proxy. The Secretary of the Corporation,  or, if the Secretary is
not  present,  an  Assistant  Secretary,  or, if an  Assistant  Secretary is not
present,  such person as may be chosen by the Board of  Directors,  shall act as
secretary of meetings of  stockholders,  or, if none of such persons is present,
the  stockholders  owning a  majority  of the  shares  of  capital  stock of the
Corporation  issued and  outstanding and entitled to vote at the meeting and who
are present in person or represented by proxy shall choose any person present to
act as secretary of the meeting.

       Section 2.08. Quorum and  Adjournments.  The holders of a majority of the
shares of capital stock of the  Corporation  issued and outstanding and entitled
to vote at  stockholders  meetings,  present in person or  represented by proxy,
shall be necessary  to, and shall  constitute a 

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quorum for, the  transaction  of business at all  meetings of the  stockholders,
except as otherwise  provided by statute or by the Certificate of Incorporation.
The  stockholders  present in person or represented by proxy at a duly organized
meeting may  continue to do business  until final  adjournment  of such  meeting
whether on the same day or on a later day,  notwithstanding  the  withdrawal  of
enough  stockholders  to leave  less  than a  quorum.  If a  meeting  cannot  be
organized  because  a quorum  has not  attended,  or even if a  quorum  shall be
present or  represented  at any meeting of the  stockholders,  the  stockholders
entitled to vote at such meeting  present in person or  represented by proxy may
adjourn the meeting from time to time; provided, however, that if the holders of
any class of stock of the Corporation are entitled to vote separately as a class
upon any matter at such meeting,  any  adjournment  of the meeting in respect of
action of such class upon such matter  shall be  determined  by the holders of a
majority of the shares of such class present in person or  represented  by proxy
and  entitled  to vote at such  meeting,  until a  quorum  shall be  present  or
represented.  Notice of the adjourned  meeting need not be given if the time and
place of the  adjourned  meeting  are  announced  at the  meeting  at which  the
adjournment is taken.  At any adjourned  meeting at which a quorum is present in
person or represented by proxy of any class of stock entitled to vote separately
as a class, as the case may be, any business may be transacted  which might have
been transacted at the meeting as originally  called.  If the adjournment is for
more than thirty  (30) days,  or if after the  adjournment  a new record date is
fixed for the  adjourned  meeting,  a notice of the  adjourned  meeting shall be
given to each stockholder of record entitled to vote at such meeting.

       Section 2.09. Voting.

          (a) At any meeting of stockholders, every stockholder having the right
to vote shall be entitled to vote in person or by proxy, but no such proxy shall
be voted or acted  upon after  three (3) years  from its date,  unless the proxy
provides  for a  longer  period.  Except  as  otherwise  provided  by law or the
Certificate of  Incorporation,  each  stockholder of record shall be entitled to
one (1) vote for each share of capital  stock  registered  in his or her name on
the books of the Corporation.

          (b) At a  meeting  at which a quorum  is  present,  all  elections  of
Directors  shall be determined  by a plurality  vote,  and,  except as otherwise
provided by law or the Certificate of Incorporation,  all other matters shall be
determined  by a  vote  of a  majority  of  the  shares  present  in  person  or
represented by proxy and entitled to vote on such other matters.

       Section  2.10.  Inspectors.  When  required  by  law or  directed  by the
presiding  officer or upon the demand of any  stockholder  entitled to vote, but
not  otherwise,  the polls shall be opened and  closed,  the proxies and ballots
shall  be  received  and  taken  in  charge,  and  all  questions  touching  the
qualification of voters, the validity of proxies and the acceptance or rejection
of votes  shall be decided at any  meeting  of the  stockholders  by two or more
inspectors who may be appointed by the Board of Directors before the meeting, or
if not so appointed, shall be appointed by the presiding officer at the meeting.
If any person so appointed  fails to appear or act, the vacancy may be filled by
appointment in like manner.

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       Section 2.11.  Consent.  Unless otherwise  provided in the Certificate of
Incorporation,  any action  required or permitted by law or the  Certificate  of
Incorporation  to be  taken  at any  meeting  of the  stockholders  may be taken
without a meeting, without prior notice to stockholders and without a vote, if a
written  consent,  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 on such action were present or represented by proxy
and voted.

       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 (10) days  after the date upon which the
resolution  fixing the record  date is  adopted by the Board of  Directors.  Any
stockholder  of  record  seeking  to have  the  stockholders  authorize  or take
corporate  action by written  consent shall, by written notice to the Secretary,
request the Board of  Directors  to fix a record  date.  The Board of  Directors
shall  promptly,  but in all events within ten (10) days after the date on which
such a request is  received,  adopt a resolution  fixing the record date.  If no
record date has been fixed by the Board of Directors within ten (10) days of the
date on which  such a request  is  received,  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
applicable  law,  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 the State of Delaware,  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,  to the attention of the Secretary of the Corporation.  Delivery 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  applicable  law,  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 date on which the
Board of Directors adopts the resolution taking such prior action.

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       In the event of the delivery to the  Corporation of a written  consent or
consents  purporting  to  authorize  or take  corporate  action  and/or  related
revocations (each such written consent and any revocation thereof is referred to
in this Section 2.11 as a  "Consent"),  the Secretary of the  Corporation  shall
provide for the  safekeeping  of such Consents and shall as soon as  practicable
thereafter conduct such reasonable investigation as he or she deems necessary or
appropriate  for the purpose of  ascertaining  the validity of such Consents and
all matters incident thereto, including, without limitation, whether the holders
of shares  having the  requisite  voting  power to  authorize or take the action
specified in the Consents have given  consent;  provided,  however,  that if the
corporate  action to which the Consents relate is the removal or election of one
or more members of the board,  the Secretary of the Corporation  shall designate
an  independent,  qualified  inspector  with  respect to such  Consents and such
inspector  shall  discharge the  functions of the  Secretary of the  Corporation
under this  Section  2.11.  If after such  investigation  the  Secretary  or the
inspector (as the case may be) shall determine that any action purportedly taken
by such  Consents  has been  validly  taken,  the fact shall be certified on the
records of the Corporation  kept for the purpose of recording the proceedings of
meetings of the  stockholders and the Consents shall be filed with such records.
Prompt  notice of the taking of the corporate  action  without a meeting by less
than unanimous written consent shall be given to those stockholders who have not
so consented in writing.

       In  conducting  the  investigation  required by this  Section  2.11,  the
Secretary or the  inspector  may, at the expense of the  Corporation,  retain to
assist  them  special  legal  counsel,   any  other   necessary  or  appropriate
professional  advisors,  and such  other  personnel  as they deem  necessary  or
appropriate.

       This Section 2.11 may be altered,  amended or repealed or a new provision
adopted by the stockholders at any regular meeting of the stockholders or at any
special  meeting of the  stockholders,  if notice of such  proposed  alteration,
amendment,  repeal or adoption of a new  provision be contained in the notice of
such special meeting, only upon the affirmative vote of the holders of sixty-six
and two-thirds percent (66 2/3%) of the voting stock of the Corporation.

       Section 2.12.  Proposed  Business at Annual Meetings.  No business may be
transacted  at an annual  meeting of  stockholders,  other than business that is
either (a) specified in the notice of meeting (or any supplement  thereto) given
by or at the  direction  of the  Board  of  Directors  (or any  duly  authorized
committee thereof),  (b) otherwise properly brought before the annual meeting by
or at the direction of the Board of Directors (or any duly authorized  committee
thereof)  or (c)  otherwise  properly  brought  before the annual  meting by any
stockholder of the Corporation (i) who is a stockholder of record on the date of
the giving of the notice provided for in this Section and on the record date for
the  determination  of stockholders  entitled to vote at such annual meeting and
(ii) who complies with the notice procedures set forth in this Section.

       In  addition to any other  applicable  requirements,  for  business to be
properly  brought before an annual meeting by a  stockholder,  such  stockholder
must have given timely notice thereof in proper written form to the Secretary of
the Corporation.

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       To be timely,  a stockholder's  notice to the Secretary must be delivered
to or mailed and received at the principal  executive offices of the Corporation
not less than sixty (60) days nor more than  ninety  (90) days prior to the date
of the  annual  meeting;  provided,  however,  that in the event  that less than
seventy (70) days' notice or prior public  disclosure  of the date of the annual
meeting is given or made to stockholders, notice by the stockholder (in order to
be timely) must be so received not later than the close of business on the tenth
(10th)  day  following  the day on which  such  notice of the date of the annual
meeting was mailed or such public  disclosure of the date of the annual  meeting
was made, whichever first occurs.

       To be in proper  written  form, a  stockholder's  notice to the Secretary
must set forth as to each matter such  stockholder  proposes to bring before the
annual  meeting (i) a brief  description  of the business  desired to be brought
before the annual  meeting and the reasons for  conducting  such business at the
annual meeting, (ii) the name and record address of such stockholder,  (iii) the
class or series and number of shares of capital stock of the  Corporation  which
are owned  beneficially or of record by such stockholder,  (iv) a description of
all arrangements or understandings between such stockholder and any other person
or persons  (including  their  names) in  connection  with the  proposal of such
business by such  stockholder and any material  interest of such  stockholder in
such business and (v) a representation  that such stockholder  intends to appear
in person or by proxy at the annual  meeting to bring such  business  before the
meeting.

       No  business  shall be  conducted  at the annual  meting of  stockholders
except  business  brought  before the  annual  meeting  in  accordance  with the
procedures set forth in this Section; provided, however, that, once business has
been  properly  brought  before  the  annual  meeting  in  accordance  with such
procedures,  nothing in this Section  shall be deemed to preclude  discussion by
any  stockholder  of any such  business.  If the  Chairman of an annual  meeting
determines  that business was not properly  brought before the annual meeting in
accordance  with the  foregoing  procedures,  the Chairman  shall declare to the
meeting that the business was not properly  brought  before the meeting and such
business shall not be transacted.

       This Section 2.12 may be altered,  amended or repealed or a new provision
adopted by the stockholders at any regular meeting of the stockholders or at any
special  meeting of the  stockholders,  if notice of such  proposed  alteration,
amendment,  repeal or adoption of a new  provision be contained in the notice of
such special meeting, only upon the affirmative vote of the holders of sixty-six
and two-thirds percent (66 2/3%) of the voting stock of the Corporation.

                                   ARTICLE III
                                    DIRECTORS
                                    ---------

       Section 3.01. Number and Tenure. There shall be such number of Directors,
no fewer  than one (1),  as  shall  from  time to time be fixed by the  Board of
Directors  at the  annual  meeting  



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or at any  special  meeting  called for such  purpose.  The  Directors  shall be
elected at the annual meeting of the stockholders,  except for initial Directors
named in the Certificate of  Incorporation or elected by the  incorporator,  and
except as provided in Section 3.03 of this Article,  and each  Director  elected
shall hold office  until his  successor  is elected  and shall  qualify or until
their earlier resignation or removal. Directors need not be stockholders.

       Section 3.02. Nomination of Directors.  Only persons who are nominated in
accordance  with the  following  procedures  shall be eligible  for  election as
directors of the Corporation,  except as may be otherwise provided in the Bylaws
with respect to the filling of vacancies on the Board of Directors.  Nominations
of persons  for  election  to the Board of  Directors  may be made at any annual
meeting of  stockholders,  (a) by or at the  direction of the Board of Directors
(or any duly  authorized  committee  thereof) or (b) by any  stockholder  of the
Corporation  (i) who is a stockholder of record on the date of the giving of the
notice provided for in this Section and on the record date for the determination
of  stockholders  entitled to vote at such annual  meeting and (ii) who complies
with the notice procedures set forth in this Section.

       In addition to any other applicable requirements,  for a nomination to be
made by a stockholder, such stockholder must have given timely notice thereof in
proper written form to the Secretary of the Corporation.

       To be timely,  a stockholder's  notice to the Secretary must be delivered
to or mailed and received at the principal  executive offices of the corporation
not less than sixty (60) days nor more than  ninety  (90) days prior to the date
of the  annual  meeting;  provided,  however,  that in the event  that less than
seventy (70) days' notice or prior public  disclosure  of the date of the annual
meeting is given or made to stockholders, notice by the stockholder (in order to
be timely) must be so received not later than the close of business on the tenth
(10th)  day  following  the day on which  such  notice of the date of the annual
meeting was mailed or such public  disclosure of the date of the annual  meeting
was made, whichever first occurs.

       To be in proper  written  form, a  stockholder's  notice to the Secretary
must set forth (a) as to each person whom the  stockholder  proposes to nominate
for election as a director (i) the name,  age,  business  address and  residence
address of the  person,  (ii) the  principal  occupation  or  employment  of the
person,  (iii) the class or series and number of shares of capital  stock of the
Corporation which are owned beneficially or of record by the person and (iv) any
other information  relating to the person that would be required to be disclosed
in a proxy  statement or other  filing  required to be made in  connection  with
solicitations of proxies for election of directors pursuant to Section 14 of the
Securities  Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
and regulations promulgated thereunder; and (b) as to the stockholder giving the
notice (i) the name and record  address of such  stockholder,  (ii) the class or
series and number of shares of capital stock of the Corporation  which are owned
beneficially  or of  record  by such  stockholder,  (iii) a  description  of all
arrangements  or  understandings  between  such  stockholder  and each  proposed
nominee and any other  person or persons  (including  their  names)  pursuant to
which  the  nomination(s)   are  to  be  made  by  such   stockholder,   (iv)  a

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representation  that such stockholder intends to appear in person or by proxy at
the annual meeting to nominate the persons named in his notice and (v) any other
information  relating to such stockholder that would be required to be disclosed
in a proxy  statement or other  filing  required to be made in  connection  with
solicitations of proxies for election of directors pursuant to Section 14 of the
Exchange Act and the rules and regulations promulgated  thereunder.  Such notice
must be accompanied by a written consent of each proposed nominee to being named
as a nominee and to serve as a director if elected.

       No person shall be eligible for election as a director of the Corporation
unless nominated in accordance with the procedures set forth in this Section. If
the Chairman of the annual meeting  determines that a nomination was not made in
accordance  with the  foregoing  procedures,  the Chairman  shall declare to the
meeting that the nomination was defective and such defective nomination shall be
disregarded.

       This Section 3.02 may be altered,  amended or repealed or a new provision
adopted by the stockholders at any regular meeting of the stockholders or at any
special  meeting of the  stockholders,  if notice of such  proposed  alteration,
amendment,  repeal or adoption of a new  provision be contained in the notice of
such special meeting, only upon the affirmative vote of the holders of sixty-six
and two-thirds percent (66 2/3%) of the voting stock of the Corporation.

       Section  3.03.  Vacancies.  If  any  vacancies  occur  on  the  Board  of
Directors,  or if any new Directorships  are created,  they shall be filled by a
majority of the  Directors  then in office,  though less than a quorum,  or by a
sole  remaining  Director.  Each  Director so chosen shall hold office until the
next annual election of Directors and until his or her successor is duly elected
and  shall  qualify.  If there  are no  Directors  in  office,  any  officer  or
stockholder  may call a special  meeting of  stockholders in accordance with the
provisions of the Certificate of Incorporation or these Bylaws, at which meeting
such vacancies shall be filled.

       Section 3.04. Resignation.  Any Director may resign at any time by giving
written  notice to the Chairman of the Board,  the President or the Secretary of
the  Corporation,  or, in the absence of all of the foregoing,  by notice to any
other Director or officer of the Corporation. Unless otherwise specified in such
written notice, a resignation  shall take effect upon delivery to the designated
Director or officer.  It shall not be necessary for a resignation to be accepted
before it becomes effective.

       Section  3.05.  Place  of  Meetings.  The  Board  of  Directors  may hold
meetings,  both  regular  and  special,  either  within or outside  the State of
Delaware.

       Section  3.06.  Annual  Meeting.  Unless  otherwise  agreed  by the newly
elected  Directors,  the annual meeting of each newly elected Board of Directors
shall be held immediately  following the annual meeting of stockholders,  and no
notice of such meeting to either  incumbent or newly elected  Directors shall be
necessary.

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       Section  3.07.  Regular  Meetings.  Regular  meetings  of  the  Board  of
Directors may be held without notice, at such time and place as may from time to
time be determined by the Board of Directors.  A copy of every resolution fixing
or  changing  the time or place of  regular  meetings  shall be  mailed to every
Director at least five days before the first meeting held pursuant thereto.

       Section  3.08.  Special  Meetings.  Special  Meetings  of  the  Board  of
Directors  may be called by the  Chairman  of the Board or the  President  on at
least (1) day's actual notice to each Director, if such Special Meeting is to be
conducted by means of conference telephone or similar  communications  equipment
in accordance with Section 3.12, and otherwise, upon two (2) days' actual notice
if such notice is delivered  personally  or sent by telegram.  Special  Meetings
shall be called by the Chairman of the Board or the President in like manner and
on like notice on the written  request of one-half or more of the Directors then
in office.  The purpose of a Special  Meeting of the Board of Directors need not
be stated in the  notice of such  meeting.  Any and all  business  other than an
amendment  of these  Bylaws may be  transacted  at any special  meeting,  and an
amendment of these  Bylaws may be acted upon if the notice of the meeting  shall
have stated that the  amendment  of these  Bylaws is one of the  purposes of the
meeting.  At any meeting at which every Director  shall be present,  even though
without any notice,  any business may be transacted,  including the amendment of
these Bylaws.

       Section 3.09. Quorum and Adjournments.  Unless otherwise  provided by the
Certificate  of  Incorporation,  at all  meetings  of the  Board  of  Directors,
one-half of the total  number of  Directors  shall  constitute  a quorum for the
transaction  of business;  provided,  however,  that when the Board of Directors
consists of one (1) Director,  then one (1) Director shall  constitute a quorum.
If a quorum  is not  present  at any  meeting  of the  Board of  Directors,  the
Directors  present may adjourn the meeting,  from time to time,  without  notice
other than announcement at the meeting, until a quorum shall be present.

       Section 3.10. Presiding Officer. Meetings of the Board of Directors shall
be presided  over by the Chairman of the Board of  Directors,  if any, or if the
Chairman  is not  present (or if there is none),  by the  President,  or, if the
President is not present,  by such person as the Board of Directors  may appoint
for the purpose of presiding at the meeting from which the President is absent.

       Section  3.11.  Action by Consent.  Unless  otherwise  restricted  by the
Certificate of Incorporation  or these Bylaws,  any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken  without a meeting  if all  members  of the Board of  Directors  or
committee,  as the case may be, consent  thereto in writing,  and the writing or
writings are filed with the minutes of  proceedings of the Board of Directors or
committee.  Such consent  shall have the same force and effect as the  unanimous
vote of the Board of Directors.

       Section 3.12. Telephone Meetings.  Members of the Board of Directors,  or
any committee designated by the Board of Directors, may participate in a meeting
of the Board of 

                                       9
<PAGE>

Directors,  or any  committee,  by  means of  conference  telephone  or  similar
communications  equipment  by means of which all  persons  participating  in the
meeting  can  hear  each  other,  and  such  participation  in a  meeting  shall
constitute presence in person at the meeting.

       Section 3.13.  Compensation.  The Board of Directors,  by the affirmative
vote of a  majority  of the  Directors  then in office and  irrespective  of the
personal interest of any Director,  shall have authority to establish reasonable
compensation  for  Directors  for their  services as such and may, in  addition,
authorize  reimbursement  of any  reasonable  expenses  incurred by Directors in
connection with their duties.

                                   ARTICLE IV
                                   COMMITTEES
                                   ----------

       Section 4.01.  Committees of  Directors.  The Board of Directors  may, by
resolution  passed by a majority of the whole Board of Directors,  designate one
(1) or more  committees,  each committee to consist of one (1) or more Directors
of the Corporation. The Board of Directors may designate one (1) or more persons
who are not Directors as additional  members of any committee,  but such persons
shall be  nonvoting  members  of such  committee.  The  Board of  Directors  may
designate one (1) or more Directors as alternate  members of any committee,  who
may replace any absent or  disqualified  member at any meeting of the committee.
In the absence or  disqualification  of a member of a  committee,  the member or
members  of the  committee  present at any  meeting  and not  disqualified  from
voting,  whether  or not  such  member  or  members  constitute  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.  Any such
committee,  to the extent  provided in the resolution of the Board of Directors,
shall  have and may  exercise  all the  powers  and  authority  of the  Board of
Directors in the management of the business and affairs of the Corporation,  may
authorize  the seal of the  Corporation  to be affixed  to all  papers  that may
require  it,  and may  adopt an  agreement  of merger  or  consolidation  unless
otherwise  prohibited  by the  Delaware  General  Corporation  Law;  but no such
committee   shall  have  power  or  authority  to  amend  the   Certificate   of
Incorporation,  recommend to the stockholders the sale, lease or exchange of all
or substantially all of the Corporation's property and assets,  recommend to the
stockholders a dissolution of the  Corporation or a revocation of a dissolution,
elect or remove officers or Directors, or amend these Bylaws of the Corporation;
and,  unless the  resolution or the  Certificate of  Incorporation  expressly so
provides,  no such  committee  shall  have the power or  authority  to declare a
dividend or to authorize  the issuance of stock.  Such  committee or  committees
shall  have  such  name  or  names  as may be  determined  from  time to time by
resolution adopted by the Board of Directors.

       Section 4.02. Minutes of Committee Meetings. Unless otherwise provided in
the  resolution  of the Board of Directors  establishing  such  committee,  each
committee  shall keep  minutes of action  taken by it and file the same with the
Secretary of the Corporation.

                                       10
<PAGE>

       Section 4.03. Quorum. A majority of the number of Directors  constituting
any committee shall constitute a quorum for the transaction of business, and the
affirmative vote of such Directors  present at the meeting shall be required for
any action of the committee; provided, however, that when a committee of one (1)
member is authorized under the provisions of Section 4.01 of this Article,  such
one (1) member shall constitute a quorum.

       Section 4.04.  Vacancies,  Changes and Discharge.  The Board of Directors
shall have the power at any time to fill  vacancies in, to change the membership
of and to discharge any committee.

       Section 4.05.  Compensation.  The Board of Directors,  by the affirmative
vote of a  majority  of the  Directors  then in office and  irrespective  of the
personal interest of any Director,  shall have authority to establish reasonable
compensation  for  committee  members  for their  services  as such and may,  in
addition,  authorize  reimbursement  of  any  reasonable  expenses  incurred  by
committee members in connection with their duties.

                                    ARTICLE V
                                     NOTICES
                                     -------

       Section 5.01. Form and Delivery.

          (a)  Whenever,  under  the  provisions  of  law,  the  Certificate  of
Incorporation  or  these  Bylaws,   notice  is  required  to  be  given  to  any
stockholder,  it shall not be construed to mean personal notice unless otherwise
specifically  provided,  but  such  notice  may be given  in  writing,  by mail,
telecopy,  telegram or messenger  addressed to such  stockholder,  at his or her
address as it appears on the records of the Corporation.  If mailed, such notice
shall be deemed to be delivered when  deposited in the United States mail,  with
postage prepaid.

          (b)  Whenever,  under  the  provisions  of  law,  the  Certificate  of
Incorporation,  or these Bylaws, notice is required to be given to any Director,
it shall not be construed to mean personal notice unless otherwise  specifically
provided,  but such notice may be given in writing, by mail, telecopy,  telegram
or  messenger  addressed  to such  Director at the usual place of  residence  or
business  of such  Director,  as in the  discretion  of the person  giving  such
notice,  will be likely to be received most  expeditiously by such Director.  If
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail, with postage prepaid.

       Section 5.02.  Waiver.  Whenever any notice is required to be given under
the  provisions of law, the  Certificate  of  Incorporation  or these Bylaws,  a
written  waiver of  notice,  signed by the person or  persons  entitled  to said
notice,  whether before or after the time for the meeting stated in such notice,
shall be deemed equivalent to such notice.

                                       11
<PAGE>

                                   ARTICLE VI
                                    OFFICERS
                                    --------

       Section  6.01.  Designations.  The officers of the  Corporation  shall be
chosen by the Board of Directors and shall be a President  and a Secretary.  The
Board of Directors may also choose a Chairman of the Board, one (1) or more Vice
Presidents,  a Treasurer,  one (1) or more Assistant  Secretaries and one (1) or
more  Assistant  Treasurers  and other  officers  and  agents  as it shall  deem
necessary  or  appropriate.  Any  officer  of the  Corporation  shall  have  the
authority to affix the seal of the Corporation and to attest the affixing of the
seal by his or her signature.  All officers and agents of the Corporation  shall
exercise  such  powers  and  perform  such  duties as shall from time to time be
determined by the Board of Directors.

       Section 6.02.  Term of Office and Removal.  The Board of Directors at its
annual meeting after each annual meeting of stockholders or at a special meeting
called for that purpose shall choose officers and agents,  if any, in accordance
with the provisions of Section 6.01. Each officer of the Corporation  shall hold
office until his or her successor is elected and shall  qualify.  Any officer or
agent  elected or appointed by the Board of  Directors  may be removed,  with or
without  cause,  at any  time  by the  affirmative  vote  of a  majority  of the
Directors then in office. Any vacancy occurring in any office of the Corporation
may be filled for the unexpired portion of the term by the Board of Directors.

       Section 6.03.  Compensation.  The salaries of all officers and agents, if
any,  of the  Corporation  shall  be  fixed  from  time to time by the  Board of
Directors, and no officer or agent shall be prevented from receiving such salary
by reason of the fact that he or she is also a Director of the Corporation.

       Section 6.04.  Chairman of the Board and the  President.  The Chairman of
the Board shall be the chief executive  officer of the Corporation.  If there is
no Chairman of the Board, the President shall be the chief executive  officer of
the  Corporation.  The duties of the Chairman of the Board, and of the President
at the direction of the Chairman of the Board, shall be the following:

                      (i) Subject to the direction of the Board of Directors, to
       have  general  charge  of  the  business,  affairs  and  property  of the
       Corporation,  general supervision over its other officers and agents and,
       in general,  to perform all duties  incident to the office of Chairman of
       the Board (or  President,  as the case may be) and to see that all orders
       and resolutions of the Board of Directors are carried into effect.

                      (ii)  Unless   otherwise   prescribed   by  the  Board  of
       Directors,  to have full power and authority on behalf of the Corporation
       to  attend,  act and vote at any  meeting  of  security  holders of other
       Corporations  in  which  the  Corporation  may hold  securities.  At such
       meeting the Chairman of the Board (or the President,  as the case may be)
       shall possess and may exercise any and all rights and powers  incident to
       the  ownership  of  such  



                                       12
<PAGE>

       securities that the Corporation  might have possessed and exercised if it
       had been  present.  The Board of  Directors  may from time to time confer
       like powers upon any other person or persons.

                      (iii) To preside over meetings of the  stockholders and of
       the Board of Directors,  to call special meetings of stockholders,  to be
       an ex-officio member of all committees of the Board of Directors,  and to
       have such  other  duties as may from  time to time be  prescribed  by the
       Board of Directors.

       Section 6.05. The Vice President.  The Vice President,  if any (or in the
event there be more than one (1), the Vice  Presidents in the order  designated,
or in the absence of any designation, in the order of their election), shall, in
the absence of the  President or in the event of his or her inability or refusal
to act,  perform the duties and exercise the powers of the President,  and shall
generally assist the President and perform such other duties and have such other
powers as may from time to time be prescribed by the Board of Directors.

       Section 6.06. The Secretary.  The Secretary  shall attend all meetings of
the Board of Directors and all meetings of stockholders and record all votes and
the proceedings of the meetings in a book to be kept for that purpose; and shall
perform like duties for any  committees of the Board of Directors,  if requested
by such committee. The Secretary shall give, or cause to be given, notice of all
meetings of  stockholders  and special  meetings of the Board of Directors,  and
shall  perform such other duties as may from time to time be  prescribed  by the
Board of Directors or the  President,  under whose  supervision  he or she shall
act. The Secretary  shall have custody of the seal of the  Corporation,  and the
Secretary, or any Assistant Secretary, shall have authority to affix the same to
any instrument  requiring it, and, when so affixed,  the seal may be attested by
the signature of the Secretary or any such Assistant Secretary.

       Section 6.07. The Assistant Secretary.  The Assistant  Secretary,  if any
(or in the event there be more than one (1), the  Assistant  Secretaries  in the
order  designated,  or in the absence of any designation,  in the order of their
election),  shall,  in the  absence  of the  Secretary  or in the  event  of the
Secretary's  inability  or refusal to act,  perform the duties and  exercise the
powers of the  Secretary and shall perform such other duties and have such other
powers as may from time to time be prescribed by the Board of Directors.

       Section  6.08.  The  Treasurer.  The  Treasurer,  if any,  shall have the
custody of the corporate funds and other valuable effects, including securities,
and shall keep full and accurate accounts of receipts and disbursements in books
belonging to the  Corporation,  and shall deposit all moneys and other  valuable
effects in the name and to the credit of the Corporation in such depositories as
may from time to time be  designated  by the Board of  Directors.  The Treasurer
shall  disburse the funds of the  Corporation  as may be ordered by the Board of
Directors,  taking proper vouchers for such  disbursements,  and shall render to
the President and the Board of Directors,  at regular  meetings of the board, or
whenever  they may require it, an account of all of his or her  transactions  as
Treasurer and of the financial condition of the Corporation.

                                       13
<PAGE>

       Section 6.09. The Assistant Treasurer.  The Assistant Treasurer,  if any,
(or in the event there be more than one (1),  the  Assistant  Treasurers  in the
order  designated,  or in the absence of any designation,  in the order of their
election),  shall,  in the  absence  of the  Treasurer  or in the  event  of the
Treasurer's  inability  or refusal to act,  perform the duties and  exercise the
powers of the  Treasurer and shall perform such other duties and have such other
powers as may from time to time be prescribed by the Board of Directors.

       Section  6.10.  Transfer  of  Authority.  In case of the  absence  of any
officer or for any other  reason that the Board of Directors  deems  sufficient,
the Board of Directors  may transfer the powers or duties of that officer to any
other  officer or to any  Director or employee  of the  Corporation,  provided a
majority of the full Board of Directors concurs.

       Section  6.11.   Giving  of  Bond  by  Officers.   All  officers  of  the
Corporation, if required to do so by the Board of Directors, shall furnish bonds
to the  Corporation  for the  faithful  performance  of  their  duties,  in such
penalties and with such conditions and security as the Board shall require.

                                   ARTICLE VII
                               STOCK CERTIFICATES
                               ------------------

       Section  7.01.  Form  and  Signatures.  Every  holder  of  stock  in  the
Corporation shall be entitled to have a certificate, signed by or in the name of
the Corporation, by the Chairman of the Board, the President or a Vice President
and the  Treasurer,  an  Assistant  Treasurer,  the  Secretary  or an  Assistant
Secretary of the  Corporation,  certifying the number and class (and series,  if
any) of shares  owned by him or her,  and bearing  the seal of the  Corporation.
Such  seal  and  any  or  all of the  signatures  on  the  certificate  may be a
facsimile.  In case any officer,  transfer agent or registrar who has signed, or
whose facsimile  signature has been placed upon a certificate  shall have ceased
to be such  officer,  transfer  agent or registrar  before such  certificate  is
issued, it may be issued by the Corporation with the same effect as if he or she
were such officer, transfer agent or registrar at the date of issue.

       Section 7.02. Registration of Transfer. Upon surrender to the Corporation
or any  transfer  agent of the  Corporation  of a  certificate  for shares  duly
endorsed  or  accompanied  by  proper  evidence  of  succession,  assignment  or
authority to transfer,  it shall be the duty of the  Corporation or its transfer
agent to issue a new certificate to the person entitled  thereto,  to cancel the
old certificate and to record the transaction upon its books.

       Section 7.03.  Registered  Stockholders.  Except as otherwise provided by
law, the  Corporation  shall be entitled to recognize the  exclusive  right of a
person  who is  registered  on its books as the  owner of shares of its  capital
stock to receive dividends or other distributions, to vote as such owner, and to
hold liable for calls and assessments a person who is registered on its 



                                       14
<PAGE>

books as the owner of shares of its capital stock. The Corporation  shall not be
bound to recognize  any  equitable,  legal or other claim to or interest in such
share or shares on the part of any other  person  whether  or not it shall  have
express or other notice thereof, except as otherwise provided by law.

       Section 7.04.  Issuance of Certificates.  No certificate  shall be issued
for any  share  until  (i)  consideration  for  such  share in the form of cash,
services  rendered,  personal  or real  property,  leases of real  property or a
combination  thereof in an amount not less than the par value or stated  capital
of such share has been received by the  Corporation and (ii) the Corporation has
received a binding  obligation of the subscriber or purchaser to pay the balance
of the subscription or purchase price.

       Section  7.05.  Lost,  Stolen  or  Destroyed  Certificates.  The Board of
Directors may direct a new  certificate to be issued in place of any certificate
previously  issued  by the  Corporation  alleged  to have been  lost,  stolen or
destroyed,  upon the making of an affidavit of that fact by the person  claiming
the certificate of stock to be lost, stolen or destroyed.  When authorizing such
issue of a new certificate, the Board of Directors may, in its discretion and as
a condition  precedent to the issuance thereof,  require the owner of such lost,
stolen  or  destroyed  certificate,  or  his  or her  legal  representative,  to
advertise  the  same  in such  manner  as it  shall  require,  and to  give  the
Corporation a bond in such sum, or other security in such form as it may direct,
as  indemnity  against  any claim that may be made  against the  Corporation  on
account of the alleged loss, theft or destruction of any such certificate or the
issuance of such new certificate.

       Section 7.06. Dividends.  Subject to the provisions of the Certificate of
Incorporation,  the Board of  Directors  shall  have  power to  declare  and pay
dividends  upon  shares  of  stock  of the  Corporation,  but  only out of funds
available for the payment of dividends as provided by law.

                                  ARTICLE VIII
                                 INDEMNIFICATION
                                 ---------------

       Section 8.01. Directors, Officers, Employees or Agents.

           (a) The Corporation  shall indemnify any person who was or is a party
or is  threatened  to be made a party to any  threatened,  pending or  completed
action,  suit  or  proceeding,   whether  civil,  criminal,   administrative  or
investigative  (other than an action by or in the right of the  Corporation)  by
reason of the fact that he or she is or was a  Director,  officer,  employee  or
agent of the Corporation, or is or was serving at the request of the Corporation
as a Director,  officer, employee or agent of another corporation,  partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him or her in connection with such action,  suit or proceeding if he
or she acted in good faith and in a manner he or she  reasonably  believed to be
in or not opposed to the best interests of the Corporation  and, with respect to
any criminal action or 

                                       15
<PAGE>

proceeding,  had no reasonable cause to believe his or her conduct was unlawful.
The  termination  of  any  action,  suit  or  proceeding  by  judgment,   order,
settlement,  conviction  or upon a plea of nolo  contendere  or its  equivalent,
shall not, of itself,  create a presumption  that the person did not act in good
faith and in a manner that he or she reasonably believed to be in or not opposed
to the best  interests  of the  Corporation  and,  with  respect to any criminal
action or proceeding,  had  reasonable  cause to believe that his or her conduct
was unlawful.

           (b) The Corporation  shall indemnify any person who was or is a party
or is  threatened  to be made a party to any  threatened,  pending or  completed
action or suit by or in the right of the  Corporation  to procure a judgment  in
its favor by reason  of the fact that he or she is or was a  Director,  officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a Director,  officer,  employee or agent of another  corporation,
partnership,   joint  venture,   trust  or  other  enterprise  against  expenses
(including  attorneys'  fees) actually and reasonably  incurred by him or her in
connection  with the defense or  settlement  of such action or suit if he or she
acted in good faith and in a manner he or she  reasonably  believed  to be in or
not  opposed  to the  best  interests  of the  Corporation  and  except  that no
indemnification  shall be made in respect  of any  claim,  issue or matter as to
which such  person  shall  have been  adjudged  to be liable to the  Corporation
unless and only to the extent  that the Court of  Chancery or the court in which
such action or suit was brought shall determine upon application  that,  despite
the adjudication of liability but in view of all the  circumstances of the case,
such person is fairly and  reasonably  entitled to indemnity  for such  expenses
which the Court of Chancery or such other court shall deem proper.

           (c) To the extent that a Director,  officer, employee or agent of the
Corporation  has been  successful  on the merits or  otherwise in defense of any
action,  suit  or  proceeding  referred  to in  subsections  (a) and (b) of this
Article VIII,  or in defense of any claim,  issue or matter  therein,  he or she
shall be indemnified against expenses  (including  attorneys' fees) actually and
reasonably incurred by him or her in connection therewith.

           (d) Any indemnification under subsections (a) and (b) of this Article
VIII  (unless  ordered  by a  court)  shall be made by the  Corporation  only as
authorized in the specific case upon a determination that indemnification of the
Director,  officer,  employee or agent is proper in the circumstances because he
or she has met the applicable  standard of conduct set forth in subsections  (a)
and (b) of this Article VIII. Such determination  shall be made (1) by the Board
of Directors by a majority vote of a quorum consisting of Directors who were not
parties  to such  action,  suit or  proceeding,  or (2) if such a quorum  is not
obtainable,  or,  even if  obtainable  a quorum of  disinterested  Directors  so
directs,  by  independent  legal  counsel  in a  written  opinion  or (3) by the
stockholders.

           (e) Expenses  incurred by an officer or Director in defending a civil
or criminal action, suit or proceeding may be paid by the Corporation in advance
of the final  disposition of such action,  suit or proceeding upon receipt of an
undertaking  by or on behalf of such Director or officer to repay such amount if
it  shall  ultimately  be  determined  that  he or  she is  not  entitled  to be

                                       16
<PAGE>

indemnified  by the  Corporation  as authorized  in this Article.  Such expenses
incurred  by other  employees  and  agents  may be so paid upon  such  terms and
conditions, if any, as the Board of Directors deems appropriate.

           (f) The indemnification and advancement of expenses provided by these
Bylaws shall not be deemed  exclusive of any other rights to which those seeking
indemnification  or advancement of expenses may be entitled under any agreement,
vote of stockholders or disinterested Directors or otherwise,  both as to action
in his or her  official  capacity  and as to action in  another  capacity  while
holding such office.

           (g) The  indemnification  and advancement of expenses provided by, or
granted  pursuant  to,  this  Article  shall,  unless  otherwise  provided  when
authorized or ratified, continue as to a person who has ceased to be a Director,
officer,  employee  or agent  and  shall  inure  to the  benefit  of the  heirs,
executors and administrators of such person.

           (h) The Corporation may purchase and maintain  insurance on behalf of
any  person  who  is or  was a  director,  officer,  employee  or  agent  of the
Corporation,  or is or was  serving  at the  request  of  the  Corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture, trust or other enterprise against any liability asserted against him or
her and  incurred by him or her in any such  capacity,  or arising out of his or
her  status as such,  whether  or not the  Corporation  would  have the power to
indemnify him or her against such liability under this Article.

                                   ARTICLE IX
                               GENERAL PROVISIONS
                               ------------------

       Section 9.01. Fiscal Year. The fiscal year of the Corporation shall be as
determined from time to time by the Board of Directors.

       Section 9.02.  Seal. The corporate seal shall have inscribed  thereon the
name of the Corporation,  the year of its incorporation and the words "Corporate
Seal" and "Delaware." The seal or any facsimile thereof may be, but need not be,
unless  required by law,  impressed or affixed to any instrument  executed by an
officer of the Corporation.

       Section 9.03. Checks, Notes, Etc. All checks,  drafts, bills of exchange,
acceptances, notes or other obligations or orders for the payment of money shall
be signed and, if so required by the Board of Directors,  countersigned  by such
officers of the corporation  and/or other persons as the Board of Directors from
time to time shall designate.

       Checks,  drafts,  bills of exchange,  acceptance  notes,  obligations and
orders for the payment of money made payable to the  Corporation may be endorsed
for deposit to the credit of the Corporation  with a duly authorized  depository
by the Treasurer and/or such other officers or 

                                       17
<PAGE>

persons as the Board of Directors from time to time may designate.

       Section  9.04.  Loans.  No loans and no  renewals  of any loans  shall be
contracted  on behalf of the  Corporation  except as  authorized by the Board of
Directors. When authorized to do so, any officer or agent of the Corporation may
effect loans and advances for the  Corporation  from any bank,  trust company or
other  institution or from any firm,  corporation  or  individual,  and for such
other evidences of indebtedness  of the  Corporation.  When authorized so to do,
any officer or agent of the Corporation may pledge,  hypothecate or transfer, as
security  for the  payment  of any and all  loans,  advances,  indebtedness  and
liabilities  of the  Corporation,  and any and all stocks,  securities and other
personal  property  at any  time  held by the  Corporation,  and to that end may
endorse,  assign and deliver the same. Such authority may be general or confined
to specific instances.

       Section 9.05. Contracts.  Except as otherwise provided in these Bylaws or
as  otherwise  directed by the Board of  Directors,  the  President  or any Vice
President shall be authorized to execute and deliver,  in the name and on behalf
of the Corporation, all agreements, bonds, contracts, deeds, mortgages and other
instruments, either for the Corporation's own account or in a fiduciary or other
capacity,  and the seal of the  Corporation,  if  appropriate,  shall be affixed
thereto by any of such officers or the Secretary or an Assistant Secretary.  The
Board of Directors,  the President or any Vice President designated by the Board
of Directors may authorize any other  officer,  employee or agent to execute and
deliver,  in the name  and on  behalf  of the  Corporation,  agreements,  bonds,
contracts, deeds, mortgages and other instruments,  either for the Corporation's
own account or in a fiduciary or other  capacity and, if  appropriate,  to affix
the seal of the Corporation thereto. The grant of such authority by the Board or
any such officer may be general or confined to specific instances.

                                    ARTICLE X
                                   AMENDMENTS
                                   ----------

       Section  10.01.  These Bylaws may be altered,  amended or repealed or new
Bylaws may be adopted by the  stockholders or by the Board of Directors,  to the
extent  that  such  power is  conferred  upon  the  Board  of  Directors  by the
Certificate of  Incorporation,  at any regular meeting of the stockholders or of
the Board of Directors or at any special  meeting of the  stockholders or of the
Board of Directors if notice of such proposed alteration,  amendment,  repeal or
adoption of new Bylaws be contained in the notice of such special meeting.

                                       18