<PAGE>

                                                                    EXHIBIT 3.02

                                     BYLAWS

                                       OF

                         RATIONAL SOFTWARE CORPORATION
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
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                                                                                            ----

<S>                                                                                         <C>
ARTICLE I - CORPORATE OFFICES.............................................................   1

      1.1   REGISTERED OFFICE.............................................................   1
      1.2   OTHER OFFICES.................................................................   1

ARTICLE II - MEETINGS OF STOCKHOLDERS.....................................................   1

      2.1   PLACE OF MEETINGS.............................................................   1
      2.2   ANNUAL MEETING................................................................   1
      2.3   SPECIAL MEETING...............................................................   2
      2.4   NOTICE OF STOCKHOLDERS' MEETINGS..............................................   2
      2.5   MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE..................................   2
      2.6   QUORUM........................................................................   2
      2.7   ADJOURNED MEETING; NOTICE.....................................................   3
      2.8   CONDUCT OF BUSINESS...........................................................   3
      2.9   VOTING........................................................................   3
     2.10   WAIVER OF NOTICE..............................................................   3
     2.11   STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING.......................   4
     2.12   RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS...................   4
     2.13   PROXIES.......................................................................   5
     2.14   LIST OF STOCKHOLDERS ENTITLED TO VOTE.........................................   5

ARTICLE III - DIRECTORS...................................................................   5

      3.1   POWERS........................................................................   5
      3.2   NUMBER OF DIRECTORS...........................................................   6
      3.3   ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS.......................   6
      3.4   RESIGNATION AND VACANCIES.....................................................   6
      3.5   PLACE OF MEETINGS; MEETINGS BY TELEPHONE......................................   7
      3.6   REGULAR MEETINGS..............................................................   7
      3.7   SPECIAL MEETINGS; NOTICE......................................................   7
      3.8   QUORUM........................................................................   8
      3.9   WAIVER OF NOTICE..............................................................   8
     3.10   BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING.............................   8
     3.11   FEES AND COMPENSATION OF DIRECTORS............................................   9
</TABLE>

                                      -i-
<PAGE>


                               TABLE OF CONTENTS
                                  (continued)
<TABLE>
<CAPTION>
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                                                                                            ----
<S>                                                                                         <C>
     3.12   APPROVAL OF LOANS TO OFFICERS.................................................   9
     3.13   REMOVAL OF DIRECTORS..........................................................   9

ARTICLE IV - COMMITTEES...................................................................   9

      4.1   COMMITTEES OF DIRECTORS.......................................................   9
      4.2   COMMITTEE MINUTES.............................................................  10
      4.3   MEETINGS AND ACTION OF COMMITTEES.............................................  10

ARTICLE V - OFFICERS......................................................................  11

      5.1   OFFICERS......................................................................  11
      5.2   APPOINTMENT OF OFFICERS.......................................................  11
      5.3   SUBORDINATE OFFICERS..........................................................  11
      5.4   REMOVAL AND RESIGNATION OF OFFICERS...........................................  11
      5.5   VACANCIES IN OFFICES..........................................................  12
      5.6   CHAIRMAN OF THE BOARD.........................................................  12
      5.7   CHIEF EXECUTIVE OFFICER.......................................................  12
      5.8   PRESIDENT.....................................................................  12
      5.9   VICE PRESIDENTS...............................................................  12
     5.10   SECRETARY.....................................................................  13
     5.11   CHIEF FINANCIAL OFFICER.......................................................  13
     5.12   ASSISTANT SECRETARY...........................................................  13
     5.13   ASSISTANT TREASURER...........................................................  14
     5.14   REPRESENTATION OF SHARES OF OTHER CORPORATIONS................................  14
     5.15   AUTHORITY AND DUTIES OF OFFICERS..............................................  14

ARTICLE VI - INDEMNITY....................................................................  14

      6.1   THIRD PARTY ACTIONS...........................................................  14
      6.2   ACTIONS BY OR IN THE RIGHT OF THE CORPORATION.................................  15
      6.3   SUCCESSFUL DEFENSE............................................................  15
      6.4   DETERMINATION OF CONDUCT......................................................  16
      6.5   PAYMENT OF EXPENSES IN ADVANCE................................................  16
      6.6   INDEMNITY NOT EXCLUSIVE.......................................................  16
      6.7   INSURANCE INDEMNIFICATION.....................................................  16
      6.8   THE CORPORATION...............................................................  17
</TABLE>

                                      -ii-
<PAGE>



                               TABLE OF CONTENTS
                                  (continued)
<TABLE>
<CAPTION>
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                                                                                            ----
<S>                                                                                         <C>
      6.9   EMPLOYEE BENEFIT PLANS........................................................  17
      6.10  CONTINUATION OF INDEMNIFICATION AND ADVANCEMENT OF EXPENSES...................  17

ARTICLE VII - RECORDS AND REPORTS.........................................................  17

      7.1   MAINTENANCE AND INSPECTION OF RECORDS.........................................  17
      7.2   INSPECTION BY DIRECTORS.......................................................  18
      7.3   ANNUAL STATEMENT TO STOCKHOLDERS..............................................  18

ARTICLE VIII - GENERAL MATTERS............................................................  19

      8.1   CHECKS........................................................................  19
      8.2   EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS..............................  19
      8.3   STOCK CERTIFICATES; PARTLY PAID SHARES........................................  19
      8.4   SPECIAL DESIGNATION ON CERTIFICATES...........................................  20
      8.5   LOST CERTIFICATES.............................................................  20
      8.6   CONSTRUCTION; DEFINITIONS.....................................................  20
      8.7   DIVIDENDS.....................................................................  20
      8.8   FISCAL YEAR...................................................................  21
      8.9   SEAL..........................................................................  21
     8.10   TRANSFER OF STOCK.............................................................  21
     8.11   STOCK TRANSFER AGREEMENTS.....................................................  21
     8.12   INADVERTENT TERMINATION OF S CORPORATION STATUS...............................  21
     8.13   REGISTERED STOCKHOLDERS.......................................................  22

ARTICLE IX - AMENDMENTS...................................................................  22
</TABLE>

                                     -iii-
<PAGE>

                                    BYLAWS
                                    ------

                                       OF
                                       --

                         RATIONAL SOFTWARE CORPORATION
                         -----------------------------

                                   ARTICLE I

                               CORPORATE OFFICES
                               -----------------

     1.1  REGISTERED OFFICE
          -----------------

     The registered office of the corporation shall be in the City of
Wilmington, County of New Castle, State of Delaware.  The name of the registered
agent of the corporation at such location is The Corporation Trust Company.

     1.2  OTHER OFFICES
          -------------

     The board of directors may at any time establish other offices at any place
or places where the corporation is qualified to do business.

                                  ARTICLE II

                            MEETINGS OF STOCKHOLDERS
                            ------------------------

     2.1  PLACE OF MEETINGS
          -----------------

     Meetings of stockholders shall be held at any place, within or outside the
State of Delaware, designated by the board of directors.  In the absence of any
such designation, stockholders' meetings shall be held at the registered office
of the corporation.

     2.2  ANNUAL MEETING
          --------------

     The annual meeting of stockholders shall be held each year on a date and at
a time designated by the board of directors.  In the absence of such designation
the annual meeting of stockholders shall be held on the ______________ of ___ of
each year at _________.  However, if such day falls on a legal holiday, then the
meeting shall be held at the same time and place on the next succeeding business
day.  At the meeting, directors shall be elected and any other proper business
may be transacted.
<PAGE>

     2.3  SPECIAL MEETING
          ---------------

     A special meeting of the stockholders may be called at any time by the
board of directors, or by the chairman of the board, or by the president, or by
one or more stockholders holding shares in the aggregate entitled to cast not
less than ten percent of the votes at that meeting.

     If a special meeting is called by any person or persons other than the
board of directors, the request shall be in writing, specifying the time of such
meeting and the general nature of the business proposed to be transacted, and
shall be delivered personally or sent by registered mail or by telegraphic or
other facsimile transmission to the chairman of the board, the president or the
secretary of the corporation.  No business may be transacted at such special
meeting otherwise than specified in such notice.  The officer receiving the
request shall cause notice to be promptly given to the stockholders entitled to
vote, in accordance with the provisions of Sections 2.4 and 2.5 of this Article
II, that a meeting will be held at the time requested by the person or persons
calling the meeting, not less than ten (10) nor more than sixty (60) days after
the receipt of the request.  Nothing contained in this paragraph of this Section
2.3 shall be construed as limiting, fixing, or affecting the time when a meeting
of stockholders called by action of the board of directors may be held.

     2.4  NOTICE OF STOCKHOLDERS' MEETINGS
          --------------------------------

     All notices of meetings with stockholders shall be in writing and shall be
sent or otherwise given in accordance with Section 2.5 of these bylaws not less
than ten (10) nor more than sixty (60) days before the date of the meeting to
each stockholder entitled to vote at such meeting.  The notice shall specify the
place, date, and hour of the meeting, and, in the case of a special meeting, the
purpose or purposes for which the meeting is called.

     2.5  MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE
          --------------------------------------------

     Written notice of any meeting of stockholders, if mailed, is given when
deposited in the United States mail, postage prepaid, directed to the
stockholder at such shareholder's address as it appears on the records of the
corporation.  An affidavit of the Secretary or an Assistant Secretary or of the
transfer agent of the corporation that the notice has been given shall, in the
absence of fraud, be prima facie evidence of the facts stated therein.

     2.6  QUORUM
          ------

     The holders of a majority of the stock issued and outstanding and entitled
to vote thereat, present in person or represented by proxy, shall constitute a
quorum at all meetings of the stockholders for the transaction of business
except as otherwise provided by statute or by the certificate of incorporation.
If, however, such quorum is not present or represented at any meeting of the
stockholders, then either (i) the Chairman of the meeting or (ii) the
stockholders entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from

                                      -2-
<PAGE>

time to time, without notice other than announcement at the meeting, until a
quorum is present or represented. At such adjourned meeting at which a quorum is
present or represented, any business may be transacted that might have been
transacted at the meeting as originally noticed.

     2.7  ADJOURNED MEETING; NOTICE
          -------------------------

     When a meeting is adjourned to another time or place, unless these bylaws
otherwise require, notice need not be given of the adjourned meeting if the time
and place thereof are announced at the meeting at which the adjournment is
taken.  At the adjourned meeting the corporation may transact any business that
might have been transacted at the original meeting.  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 the meeting.

     2.8  CONDUCT OF BUSINESS
          -------------------

     The chairman of any meeting of stockholders shall determine the order of
business and the procedure at the meeting, including such regulation of the
manner of voting and the conduct of business.

     2.9  VOTING
          ------

     The stockholders entitled to vote at any meeting of stockholders shall be
determined in accordance with the provisions of Section 2.12 of these bylaws,
subject to the provisions of Sections 217 and 218 of the General Corporation Law
of Delaware (relating to voting rights of fiduciaries, pledgors and joint owners
of stock and to voting trusts and other voting agreements).

     Except as provided in the last paragraph of this Section 2.9, or as may be
otherwise provided in the certificate of incorporation, each stockholder shall
be entitled to one vote for each share of capital stock held by such
stockholder.

     2.10  WAIVER OF NOTICE
           ----------------

     Whenever notice is required to be given under any provision of the General
Corporation Law of Delaware or of the certificate of incorporation or these
bylaws, a written waiver thereof, signed by the person entitled to notice,
whether before or after the time stated therein, shall be deemed equivalent to
notice.  Attendance of a person at a meeting shall constitute a waiver of notice
of such meeting, except when the person attends a meeting for the express
purpose of 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 regular or special meeting
of the stockholders need be specified in any written waiver of notice unless so
required by the certificate of incorporation or these bylaws.

                                      -3-
<PAGE>

     2.11  STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING
           -------------------------------------------------------

     Unless otherwise provided in the certificate of incorporation, any action
required by this chapter to be taken at any annual or special meeting of
stockholders of a corporation, or any action that may be taken at any annual or
special meeting of such stockholders, may be taken without a meeting, without
prior notice, and without a vote if a consent in writing, setting forth the
action so taken, is 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.

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

     2.12  RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS
           -----------------------------------------------------------

     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,
or entitled to express consent to corporate action in writing without a meeting,
or entitled to receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in respect of any
change, conversion or exchange of stock or for the purpose of any other lawful
action, the board of directors may fix, in advance, a record date, which shall
not be more than sixty (60) nor less than ten (10) days before the date of such
meeting, nor more than sixty (60) days prior to any other action.

     If the board of directors does not so fix a record date:

                (i)    The record date for determining stockholders entitled to
     notice of or to vote at a meeting of stockholders shall be at the close of
     business on the day next preceding the day on which notice is given, or, if
     notice is waived, at the close of business on the day next preceding the
     day on which the meeting is held.

                (ii)   The record date for determining stockholders entitled to
     express consent to corporate action in writing without a meeting, when no
     prior action by the board of directors is necessary, shall be the day on
     which the first written consent is expressed.

                (iii)  The record date for determining stockholders for any
other purpose shall be at the close of business on the day on which the board of
directors adopts the resolution relating thereto.

                                      -4-
<PAGE>

     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.

     2.13  PROXIES
           -------

     Each stockholder entitled to vote at a meeting of stockholders or to
express consent or dissent to corporate action in writing without a meeting may
authorize another person or persons to act for the stockholder by a written
proxy, signed by the stockholder and filed with the secretary of the
corporation, 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.  A proxy
shall be deemed signed if the stockholder's name is placed on the proxy (whether
by manual signature, typewriting, telegraphic transmission or otherwise) by the
stockholder or the stockholder's attorney-in-fact.  The revocability of a proxy
that states on its face that it is irrevocable shall be governed by the
provisions of Section 212(c) of the General Corporation Law of Delaware.

     2.14  LIST OF STOCKHOLDERS ENTITLED TO VOTE
           -------------------------------------

     The officer who has charge of the stock ledger of a corporation 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, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held.  The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present. Such list shall
presumptively determine the identity of the stockholders entitled to vote at the
meeting and the number of shares held by each of them.

                                  ARTICLE III

                                   DIRECTORS
                                   ---------
     3.1  POWERS
          ------

     Subject to the provisions of the General Corporation Law of Delaware and
any limitations in the certificate of incorporation or these bylaws relating to
action required to be approved by the stockholders or by the outstanding shares,
the business and affairs of the corporation shall be managed and all corporate
powers shall be exercised by or under the direction of the board of directors.

                                      -5-
<PAGE>

     3.2  NUMBER OF DIRECTORS
          -------------------

     The Board of Directors shall consist of eight (8) persons and shall be
divided into three (3) classes as specified or determined pursuant to the
Certificate of Incorporation of the corporation as in effect from time to time.

     No reduction of the authorized number of directors shall have the effect of
removing any director before that director's term of office expires.

     3.3  ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS
          -------------------------------------------------------

     Except as provided in Section 3.4 of these bylaws, directors shall be
elected at each annual meeting of stockholders to hold office until the next
annual meeting.  Directors need not be stockholders unless so required by the
certificate of incorporation or these bylaws, wherein other qualifications for
directors may be prescribed.  Each director, including a director elected to
fill a vacancy, shall hold office until his or her successor is elected and
qualified or until the director's earlier resignation or removal.

     Elections of directors need not be by written ballot.

     3.4  RESIGNATION AND VACANCIES
          -------------------------

     Any director may resign at any time upon written notice to the attention of
the Secretary of the corporation.  When one or more directors so resigns and the
resignation is effective at a future date, a majority of the directors then in
office, including those who have so resigned, shall have power to fill such
vacancy or vacancies, the vote thereon to take effect when such resignation or
resignations shall become effective, and each director so chosen shall hold
office as provided in this section in the filling of other vacancies.

     Unless otherwise provided in the certificate of incorporation or these
bylaws:

                (i)    Vacancies and newly created directorships resulting from
     any increase in the authorized number of directors elected by all of the
     stockholders having the right to vote as a single class may be filled by a
     majority of the directors then in office, although less than a quorum, or
     by a sole remaining director.

                (ii)   Whenever the holders of any class or classes of stock or
     series thereof are entitled to elect one or more directors by the
     provisions of the certificate of incorporation, vacancies and newly created
     directorships of such class or classes or series may be filled by a
     majority of the directors elected by such class or classes or series
     thereof then in office, or by a sole remaining director so elected.

                                      -6-
<PAGE>

     If at any time, by reason of death or resignation or other cause, the
corporation should have no directors in office, then any officer or any
stockholder or an executor, administrator, trustee or guardian of a stockholder,
or other fiduciary entrusted with like responsibility for the person or estate
of a stockholder, may call a special meeting of stockholders in accordance with
the provisions of the certificate of incorporation or these bylaws, or may apply
to the Court of Chancery for a decree summarily ordering an election as provided
in Section 211 of the General Corporation Law of Delaware.

     If, at the time of filling any vacancy or any newly created directorship,
the directors then in office constitute less than a majority of the whole board
(as constituted immediately prior to any such increase), then the Court of
Chancery may, upon application of any stockholder or stockholders holding at
least ten (10) percent of the total number of the shares at the time outstanding
having the right to vote for such directors, summarily order an election to be
held to fill any such vacancies or newly created directorships, or to replace
the directors chosen by the directors then in office as aforesaid, which
election shall be governed by the provisions of Section 211 of the General
Corporation Law of Delaware as far as applicable.

     3.5  PLACE OF MEETINGS; MEETINGS BY TELEPHONE

     The board of directors of the corporation may hold meetings, both regular
and special, either within or outside the State of Delaware.

     Unless otherwise restricted by the certificate of incorporation or these
bylaws, members of the board of directors, or any committee designated by the
board of directors, may participate in a meeting of the board of 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.

     3.6  REGULAR MEETINGS
          ----------------

     Regular meetings of the board of directors may be held without notice at
such time and at such place as shall from time to time be determined by the
board.

     3.7  SPECIAL MEETINGS; NOTICE
          ------------------------

     Special meetings of the board of directors for any purpose or purposes may
be called at any time by the chairman of the board, the president, any vice
president, the secretary or any two (2) directors.

     Notice of the time and place of special meetings shall be delivered
personally or by telephone to each director or sent by first-class mail or
telegram, charges prepaid, addressed to each director at that director's address
as it is shown on the records of the corporation.  If the notice is mailed, it
shall be deposited in the United States mail at least four (4) days before the
time of the holding

                                      -7-
<PAGE>

of the meeting. If the notice is delivered personally or by telephone or by
telegram, it shall be delivered personally or by telephone or to the telegraph
company at least forty-eight (48) hours before the time of the holding of the
meeting. Any oral notice given personally or by telephone may be communicated
either to the director or to a person at the office of the director who the
person giving the notice has reason to believe will promptly communicate it to
the director. The notice need not specify the purpose or the place of the
meeting, if the meeting is to be held at the principal executive office of the
corporation.

      3.8  QUORUM
           ------

     At all meetings of the board of directors, a majority of the authorized
number of directors shall constitute a quorum for the transaction of business
and the act of a majority of the directors present at any meeting at which there
is a quorum shall be the act of the board of directors, except as may be
otherwise specifically provided by statute or by the certificate of
incorporation.  If a quorum is not present at any meeting of the board of
directors, then the directors present thereat may adjourn the meeting from time
to time, without notice other than announcement at the meeting, until a quorum
is present.

     A meeting at which a quorum is initially present may continue to transact
business notwithstanding the withdrawal of directors, if any action taken is
approved by at least a majority of the required quorum for that meeting.

     3.9  WAIVER OF NOTICE
          ----------------

     Whenever notice is required to be given under any provision of the General
Corporation Law of Delaware or of the certificate of incorporation or these
bylaws, a written waiver thereof, signed by the person entitled to notice,
whether before or after the time stated therein, shall be deemed equivalent to
notice.  Attendance of a person at a meeting shall constitute a waiver of notice
of such meeting, except when the person attends a meeting for the express
purpose of 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 regular or special meeting
of the directors, or members of a committee of directors, need be specified in
any written waiver of notice unless so required by the certificate of
incorporation or these bylaws.

     3.10  BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING
           -------------------------------------------------

     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 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 or committee.

                                      -8-
<PAGE>

     3.11  FEES AND COMPENSATION OF DIRECTORS
           ----------------------------------

     Unless otherwise restricted by the certificate of incorporation or these
bylaws, the board of directors shall have the authority to fix the compensation
of directors.

     3.12  APPROVAL OF LOANS TO OFFICERS
           -----------------------------

     The corporation may lend money to, or guarantee any obligation of, or
otherwise assist any officer or other employee of the corporation or of its
subsidiary, including any officer or employee who is a director of the
corporation or its subsidiary, whenever, in the judgment of the directors, such
loan, guaranty or assistance may reasonably be expected to benefit the
corporation.  The loan, guaranty or other assistance may be with or without
interest and may be unsecured, or secured in such manner as the board of
directors shall approve, including, without limitation, a pledge of shares of
stock of the corporation.  Nothing in this section contained shall be deemed to
deny, limit or restrict the powers of guaranty or warranty of the corporation at
common law or under any statute.

     3.13  REMOVAL OF DIRECTORS
           --------------------

     Unless otherwise restricted by statute, by the certificate of incorporation
or by these bylaws, any director or the entire board of directors may be
removed, with or without cause, by the holders of a majority of the shares then
entitled to vote at an election of directors; provided, however, that, so long
as shareholders of the corporation are entitled to cumulative voting, if less
than the entire board is to be removed, no director may be removed without cause
if the votes cast against the director's removal would be sufficient to elect
the director if then cumulatively voted at an election of the entire board of
directors.

     No reduction of the authorized number of directors shall have the effect of
removing any director prior to the expiration of such director's term of office.

                                  ARTICLE IV

                                  COMMITTEES
                                  ----------

     4.1  COMMITTEES OF DIRECTORS
          -----------------------


     The board of directors may, by resolution passed by a majority of the whole
board, designate one or more committees, with each committee to consist of one
or more of the directors of the corporation.  The board may designate one 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 thereof

                                      -9-
<PAGE>

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 or in the bylaws of the corporation, 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, and may authorize
the seal of the corporation to be affixed to all papers that may require it; but
no such committee shall have the power or authority to (i) amend the certificate
of incorporation (except that a committee may, to the extent authorized in the
resolution or resolutions providing for the issuance of shares of stock adopted
by the board of directors as provided in Section 151(a) of the General
Corporation Law of Delaware, fix the designations and any of the preferences or
rights of such shares relating to dividends, redemption, dissolution, any
distribution of assets of the corporation or the conversion into, or the
exchange of such shares for, shares of any other class or classes or any other
series of the same or any other class or classes of stock of the corporation or
fix the number of shares of any series of stock or authorize the increase or
decrease of the shares of any series), (ii) adopt an agreement of merger or
consolidation under Sections 251 or 252 of the General Corporation Law of
Delaware, (iii) recommend to the stockholders the sale, lease or exchange of all
or substantially all of the corporation's property and assets, (iv) recommend to
the stockholders a dissolution of the corporation or a revocation of a
dissolution, or (v) amend the bylaws of the corporation; and, unless the board
resolution establishing the committee, the bylaws or the certificate of
incorporation expressly so provide, no such committee shall have the power or
authority to declare a dividend, to authorize the issuance of stock, or to adopt
a certificate of ownership and merger pursuant to Section 253 of the General
Corporation Law of Delaware.

     4.2  COMMITTEE MINUTES
          -----------------

     Each committee shall keep regular minutes of its meetings and report the
same to the board of directors when required.

     4.3  MEETINGS AND ACTION OF COMMITTEES
          ---------------------------------


     Meetings and actions of committees shall be governed by, and held and taken
in accordance with, the provisions of Article III of these bylaws, Section 3.5
(place of meetings and meetings by telephone), Section 3.6 (regular meetings),
Section 3.7 (special meetings and notice), Section 3.8 (quorum), Section 3.9
(waiver of notice), and Section 3.10 (action without a meeting), with such
changes in the context of those bylaws as are necessary to substitute the
committee and its members for the board of directors and its members; provided,
however, that the time of regular meetings of committees may be determined
either by resolution of the board of directors or by resolution of the
committee, that special meetings of committees may also be called by resolution
of the board of directors and that notice of special meetings of committees
shall also be given to all alternate members, who shall have the right to attend
all meetings of the committee.  The board of directors may adopt rules for the
government of any committee not inconsistent with the provisions of these
bylaws.

                                      -10-
<PAGE>

                                   ARTICLE V

                                   OFFICERS
                                   --------

     5.1  OFFICERS
          --------

     The officers of the corporation shall be a president, a chief executive
officer, a chief financial officer and a secretary.  The corporation may also
have, at the discretion of the board of directors, a chairman of the board, one
or more vice presidents, one or more assistant vice presidents, one or more
assistant secretaries, one or more assistant treasurers, and any such other
officers as may be appointed in accordance with the provisions of Section 5.3 of
these bylaws.  Any number of offices may be held by the same person.

     5.2  APPOINTMENT OF OFFICERS
          -----------------------

     The officers of the corporation, except such officers as may be appointed
in accordance with the provisions of Sections 5.3 or 5.5 of these bylaws, shall
be appointed by the board of directors, subject to the rights, if any, of an
officer under any contract of employment.

     5.3  SUBORDINATE OFFICERS
          --------------------

     The board of directors may appoint, or empower the president to appoint,
such other officers and agents as the business of the corporation may require,
each of whom shall hold office for such period, have such authority, and perform
such duties as are provided in these bylaws or as the board of directors may
from time to time determine.

     5.4  REMOVAL AND RESIGNATION OF OFFICERS
          -----------------------------------

     Subject to the rights, if any, of an officer under any contract of
employment, any officer may be removed, either with or without cause, by an
affirmative vote of the majority of the board of directors at any regular or
special meeting of the board or, except in the case of an officer chosen by the
board of directors, by any officer upon whom such power of removal may be
conferred by the board of directors.

     Any officer may resign at any time by giving written notice to the
corporation.  Any resignation shall take effect at the date of the receipt of
that notice or at any later time specified in that notice; and, unless otherwise
specified in that notice, the acceptance of the resignation shall not be
necessary to make it effective. Any resignation is without prejudice to the
rights, if any, of the corporation under any contract to which the officer is a
party.

                                      -11-
<PAGE>

     5.5  VACANCIES IN OFFICES
          --------------------

     Any vacancy occurring in any office of the corporation shall be filled by
the board of directors.

     5.6  CHAIRMAN OF THE BOARD
          ---------------------

     The chairman of the board, if such an officer be elected, shall, if
present, preside at meetings of the board of directors and exercise and perform
such other powers and duties as may from time to time be assigned to him or her
by the board of directors or as may be prescribed by these bylaws.  If there is
no chief executive officer and no president, then the chairman of the board
shall also be the chief executive officer of the corporation and shall have the
powers and duties prescribed in Section 5.7 of these bylaws.

     5.7  CHIEF EXECUTIVE OFFICER
          -----------------------

     Subject to the supervisory powers, if any, as may be given by the board of
directors to the chairman of the board, if there be such an officer, the chief
executive officer shall, subject to the control of the board of directors, have
general supervision, direction, and control of the business and the officers of
the corporation.  In the absence or nonexistence of a chairman of the board, the
chief executive officer shall preside at meetings of the board of directors.
The chief executive officer shall have such other powers and duties as may be
prescribed by the board of directors or these bylaws.

     5.8   PRESIDENT
           ---------

     The president shall preside at all meetings of the stockholders and, in the
absence or nonexistence of a chairman of the board and a chief executive
officer, at all meetings of the board of directors.  The president shall have
the general powers and duties of management usually vested in the office of
president of a corporation and shall have such other powers and duties as may be
prescribed by the board of directors or these bylaws.  If there is no chief
executive officer, then the president shall also be the chief executive officer
of the corporation and shall have the powers and duties prescribed in Section
5.7 of these bylaws.

     5.9  VICE PRESIDENTS
          ---------------

     In the absence or disability of the president, the vice presidents, if any,
in order of their rank as fixed by the board of directors or, if not ranked, a
vice president designated by the board of directors, shall perform all the
duties of the president and when so acting shall have all the powers of, and be
subject to all the restrictions upon, the president.  The vice presidents shall
have such other powers and perform such other duties as from time to time may be
prescribed for them respectively by the board of directors, these bylaws, the
president or the chairman of the board.

                                      -12-
<PAGE>

     5.10  SECRETARY
           ---------

     The secretary shall keep or cause to be kept, at the principal executive
office of the corporation or such other place as the board of directors may
direct, a book of minutes of all meetings and actions of directors, committees
of directors, and stockholders.  The minutes shall show the time and place of
each meeting, whether regular or special (and, if special, how authorized and
the notice given), the names of those present at directors' meetings or
committee meetings, the number of shares present or represented at stockholders'
meetings, and the proceedings thereof.

     The secretary shall keep, or cause to be kept, at the principal executive
office of the corporation or at the office of the corporation's transfer agent
or registrar, as determined by resolution of the board of directors, a share
register, or a duplicate share register, showing the names of all stockholders
and their addresses, the number and classes of shares held by each, the number
and date of certificates evidencing such shares, and the number and date of
cancellation of every certificate surrendered for cancellation.

     The secretary shall give, or cause to be given, notice of all meetings of
the stockholders and of the board of directors required to be given by law or by
these bylaws.  The secretary shall keep the seal of the corporation, if one be
adopted, in safe custody and shall have such other powers and perform such other
duties as may be prescribed by the board of directors or by these bylaws.

     5.11  CHIEF FINANCIAL OFFICER
           -----------------------

     The chief financial officer shall keep and maintain, or cause to be kept
and maintained, adequate and correct books and records of accounts of the
properties and business transactions of the corporation, including accounts of
its assets, liabilities, receipts, disbursements, gains, losses, capital
retained earnings, and shares. The books of account shall at all reasonable
times be open to inspection by any director.

     The chief financial officer shall deposit all moneys and other valuables in
the name and to the credit of the corporation with such depositories as may be
designated by the board of directors. The chief financial officer shall disburse
the funds of the corporation as may be ordered by the board of directors, shall
render to the president and directors, whenever they request it, an account of
all his or her transactions as chief financial officer and of the financial
condition of the corporation, and shall have other powers and perform such other
duties as may be prescribed by the board of directors or these bylaws.

     The chief financial officer shall be the treasurer of the corporation.

     5.12  ASSISTANT SECRETARY
           -------------------

     The assistant secretary, or, if there is more than one, the assistant
secretaries in the order determined by the stockholders or board of directors
(or if there be no such determination, then in

                                      -13-
<PAGE>

the order of their election) shall, in the absence of the secretary or in the
event of his or her 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 be prescribed by the board of directors or these bylaws.

     5.13  ASSISTANT TREASURER
           -------------------

     The assistant treasurer, or, if there is more than one, the assistant
treasurers, in the order determined by the stockholders or board of directors
(or if there be no such determination, then in the order of their election),
shall, in the absence of the chief financial officer or in the event of his or
her inability or refusal to act, perform the duties and exercise the powers of
the chief financial officer and shall perform such other duties and have such
other powers as may be prescribed by the board of directors or these bylaws.

     5.14  REPRESENTATION OF SHARES OF OTHER CORPORATIONS
           ----------------------------------------------

     The chairman of the board, the president, any vice president, the chief
financial officer, the secretary or assistant secretary of this corporation, or
any other person authorized by the board of directors or the president or a vice
president, is authorized to vote, represent, and exercise on behalf of this
corporation all rights incident to any and all shares of any other corporation
or corporations standing in the name of this corporation.  The authority granted
herein may be exercised either by such person directly or by any other person
authorized to do so by proxy or power of attorney duly executed by such person
having the authority.

     5.15  AUTHORITY AND DUTIES OF OFFICERS
           --------------------------------

     In addition to the foregoing authority and duties, all officers of the
corporation shall respectively have such authority and perform such duties in
the management of the business of the corporation as may be designated from time
to time by the board of directors or the stockholders.

                                  ARTICLE VI

                                   INDEMNITY
                                   ---------
     6.1  THIRD PARTY ACTIONS
          -------------------

     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 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

                                      -14-
<PAGE>

another corporation, partnership, joint venture trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement (if such settlement is approved in advance by the corporation,
which approval shall not be unreasonably withheld) actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he 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 no reasonable cause to believe his 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 which such person reasonably believed to be in or not opposed to the best
interest of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

     6.2  ACTIONS BY OR IN THE RIGHT OF THE CORPORATION
          ---------------------------------------------

     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 such person is or was a director, officer, employee or
agent of 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) and amounts paid in settlement (if such settlement is approved in advance
by the corporation, which approval shall not be unreasonably withheld) actually
and reasonably incurred by such person in connection with the defense or
settlement of such action or suit if the person acted in good faith and in
manner the person reasonably believed to be in or not opposed to the best
interests of the corporation, 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
Delaware 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 Delaware Court of
Chancery or such other court shall deem proper.  Notwithstanding any other
provision of this Article VI, no person shall be indemnified hereunder for any
expenses or amounts paid in settlement with respect to any action to recover
short-swing profits under Section 16(b) of the Securities Exchange Act of 1934,
as amended.

     6.3  SUCCESSFUL DEFENSE
          ------------------

     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 Sections 6.1 and 6.2, or in defense of
any claim, issue or matter therein, such person shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by the
person in connection therewith.

                                      -15-
<PAGE>

     6.4  DETERMINATION OF CONDUCT
          ------------------------

     Any indemnification under Sections 6.1 and 6.2 (unless ordered by a court)
shall be made by the corporation only as authorized in the specific case upon a
determination that the indemnification of the director, officer, employee or
agent is proper in the circumstances because the person has met the applicable
standard of conduct set forth in Sections 6.1 and 6.2.  Such determination shall
be made (1) by the Board of Directors or the Executive Committee by a majority
vote of a quorum consisting of directors who were not parties to such action,
suit or proceeding or (2) or if such 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.  Notwithstanding the
foregoing, a director, officer, employee or agent of the Corporation shall be
entitled to contest any determination that the director, officer, employee or
agent has not met the applicable standard of conduct set forth in Sections 6.1
and 6.2 by petitioning a court of competent jurisdiction.

     6.5  PAYMENT OF EXPENSES IN ADVANCE
          ------------------------------

     Expenses incurred in defending a civil or criminal action, suit or
proceeding, by an individual who may be entitled to indemnification pursuant to
Section 6.1 or 6.2, shall 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 the director, officer, employee or agent to repay such amount if
it shall ultimately be determined that the individual is not entitled to be
indemnified by the corporation as authorized in this Article VI.

     6.6  INDEMNITY NOT EXCLUSIVE
          -----------------------

     The indemnification and advancement of expenses provided by or granted
pursuant to the other sections of this Article VI shall not be deemed exclusive
of any other rights to which those seeking indemnification or advancement of
expenses may be entitled under any by-law, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in their official
capacity and as to action in another capacity while holding such office.

     6.7  INSURANCE INDEMNIFICATION
          -------------------------

     The corporation shall have the power to 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 the
person and incurred by the person in any such capacity or arising out of the
person's status as such, whether or not the corporation would have the power to
indemnify such person against such liability under the provisions of this
Article VI.

                                      -16-
<PAGE>

     6.8  THE CORPORATION
          ---------------

     For purposes of this Article VI, references to "the corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under and subject to the provisions of this Article VI (including,
without limitation the provisions of Section 6.4) with respect to the resulting
or surviving corporation as the person would have with respect to such
constituent corporation if its separate existence had continued.

     6.9  EMPLOYEE BENEFIT PLANS
          ----------------------

     For purposes of this Article VI, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to an employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee, or
agent with respect to an employee benefit plan, its participants, or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this Article
VI.

     6.10  CONTINUATION OF INDEMNIFICATION AND ADVANCEMENT OF EXPENSES
           -----------------------------------------------------------

     The indemnification and advancement of expenses provided by, or granted
pursuant to, this Article VI 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.

                                  ARTICLE VII

                              RECORDS AND REPORTS
                              -------------------

     7.1  MAINTENANCE AND INSPECTION OF RECORDS
          -------------------------------------

     The corporation shall, either at its principal executive officer or at such
place or places as designated by the board of directors, keep a record of its
stockholders listing their names and

                                      -17-
<PAGE>

addresses and the number and class of shares held by each stockholder, a copy of
these bylaws as amended to date, accounting books, and other records.

     Any stockholder of record, in person or by attorney or other agent, shall,
upon written demand under oath stating the purpose thereof, have the right
during the usual hours for business to inspect for any proper purpose the
corporation's stock ledger, a list of its stockholders, and its other books and
records and to make copies or extracts therefrom.  A proper purpose shall mean a
purpose reasonably related to such person's interest as a stockholder.  In every
instance where an attorney or other agent is the person who seeks the right to
inspection, the demand under oath shall be accompanied by a power of attorney or
such other writing that authorizes the attorney or other agent so to act on
behalf of the stockholder.  The demand under oath shall be directed to the
corporation at its registered office in Delaware or at its principal place of
business.

     The officer who has charge of the stock ledger of the corporation 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, 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, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held.  The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present.

     7.2  INSPECTION BY DIRECTORS
          -----------------------

     Any director shall have the right to examine the corporation's stock
ledger, a list of its stockholders, and its other books and records for a
purpose reasonably related to his or her position as a director.  The Court of
Chancery is hereby vested with the exclusive jurisdiction to determine whether a
director is entitled to the inspection sought.  The Court may summarily order
the corporation to permit the director to inspect any and all books and records,
the stock ledger, and the stock list and to make copies or extracts therefrom.
The Court may, in its discretion, prescribe any limitations or conditions with
reference to the inspection, or award such other and further relief as the Court
may deem just and proper.

     7.3  ANNUAL STATEMENT TO STOCKHOLDERS
          --------------------------------

     The board of directors shall present at each annual meeting, and at any
special meeting of the stockholders when called for by vote of the stockholders,
a full and clear statement of the business and condition of the corporation.

                                      -18-
<PAGE>

                                 ARTICLE VIII

                                GENERAL MATTERS
                                ---------------
     8.1  CHECKS
          ------

     From time to time, the board of directors shall determine by resolution
which person or persons may sign or endorse all checks, drafts, other orders for
payment of money, notes or other evidences of indebtedness that are issued in
the name of or payable to the corporation, and only the persons so authorized
shall sign or endorse those instruments.

     8.2  EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS
          ------------------------------------------------

     The board of directors, except as otherwise provided in these bylaws, may
authorize any officer or officers, or agent or agents, to enter into any
contract or execute any instrument in the name of and on behalf of the
corporation; such authority may be general or confined to specific instances.
Unless so authorized or ratified by the board of directors or within the agency
power of an officer, no officer, agent or employee shall have any power or
authority to bind the corporation by any contract or engagement or to pledge its
credit or to render it liable for any purpose or for any amount.

     8.3  STOCK CERTIFICATES; PARTLY PAID SHARES
          --------------------------------------

     The shares of the corporation shall be represented by certificates,
provided that the board of directors of the corporation may provide by
resolution or resolutions that some or all of any or all classes or series of
its stock shall be uncertificated shares.  Any such resolution shall not apply
to shares represented by a certificate until such certificate is surrendered to
the corporation.  Notwithstanding the adoption of such a resolution by the board
of directors, every holder of stock represented by certificates and upon request
every holder of uncertificated shares shall be entitled to have a certificate
signed by, or in the name of the corporation by the chairman or vice-chairman of
the board of directors, or the president or vice-president, and by the chief
financial officer or an assistant treasurer, or the secretary or an assistant
secretary of such corporation representing the number of shares registered in
certificate form.  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 has 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 the person were such
officer, transfer agent or registrar at the date of issue.

     The corporation may issue the whole or any part of its shares as partly
paid and subject to call for the remainder of the consideration to be paid
therefor.  Upon the face or back of each stock certificate issued to represent
any such partly paid shares, upon the books and records of the corporation in
the case of uncertificated partly paid shares, the total amount of the
consideration to

                                      -19-
<PAGE>

be paid therefor and the amount paid thereon shall be stated. Upon the
declaration of any dividend on fully paid shares, the corporation shall declare
a dividend upon partly paid shares of the same class, but only upon the basis of
the percentage of the consideration actually paid thereon.

     8.4  SPECIAL DESIGNATION ON CERTIFICATES
          -----------------------------------

     If the corporation is authorized to issue more than one class of stock or
more than one series of any class, then the powers, the designations, the
preferences, and the relative, participating, optional or other special rights
of each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate that the corporation shall
issue to represent such class or series of stock; provided, however, that,
except as otherwise provided in Section 202 of the General Corporation Law of
Delaware, in lieu of the foregoing requirements there may be set forth on the
face or back of the certificate that the corporation shall issue to represent
such class or series of stock a statement that the corporation will furnish
without charge to each stockholder who so requests the powers, the designations,
the preferences, and the relative, participating, optional or other special
rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights.

     8.5  LOST CERTIFICATES
          -----------------

     Except as provided in this Section 8.5, no new certificates for shares
shall be issued to replace a previously issued certificate unless the latter is
surrendered to the corporation and cancelled at the same time.  The corporation
may issue a new certificate of stock or uncertificated shares in the place of
any certificate theretofore issued by it, alleged to have been lost, stolen or
destroyed, and the corporation may require the owner of the lost, stolen or
destroyed certificate, or the owner's legal representative, to give the
corporation a bond sufficient to indemnify it against any claim that may be made
against it on account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate or uncertificated shares.

     8.6  CONSTRUCTION; DEFINITIONS
          -------------------------

     Unless the context requires otherwise, the general provisions, rules of
construction, and definitions in the Delaware General Corporation Law shall
govern the construction of these bylaws.  Without limiting the generality of
this provision, the singular number includes the plural, the plural number
includes the singular, and the term "person" includes both a corporation and a
natural person.

     8.7  DIVIDENDS
          ---------

     The directors of the corporation, subject to any restrictions contained in
(i) the General Corporation Law of Delaware or (ii) the certificate of
incorporation, may declare and pay dividends

                                      -20-
<PAGE>

upon the shares of its capital stock. Dividends may be paid in cash, in
property, or in shares of the corporation's capital stock.

     The directors of the corporation may set apart out of any of the funds of
the corporation available for dividends a reserve or reserves for any proper
purpose and may abolish any such reserve. Such purposes shall include but not be
limited to equalizing dividends, repairing or maintaining any property of the
corporation, and meeting contingencies.

     8.8  FISCAL YEAR
          -----------

     The fiscal year of the corporation shall be fixed by resolution of the
board of directors and may be changed by the board of directors.

     8.9  SEAL
          ----

     The corporation may adopt a corporate seal, which shall be adopted and
which may be altered by the board of directors, and may use the same by causing
it or a facsimile thereof to be impressed or affixed or in any other manner
reproduced.

     8.10  TRANSFER OF STOCK
           -----------------

     Upon surrender to the corporation or the transfer agent of the corporation
of a certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignation or authority to transfer, it shall be the duty of the
corporation to issue a new certificate to the person entitled thereto, cancel
the old certificate, and record the transaction in its books.

     8.11  STOCK TRANSFER AGREEMENTS
           -------------------------

     The corporation shall have power to enter into and perform any agreement
with any number of stockholders of any one or more classes of stock of the
corporation to restrict the transfer of shares of stock of the corporation of
any one or more classes owned by such stockholders in any manner not prohibited
by the General Corporation Law of Delaware.

     8.12  INADVERTENT TERMINATION OF S CORPORATION STATUS
           -----------------------------------------------

     No stockholder shall sell or transfer any stock of the corporation in a
transaction which would cause termination of an otherwise valid election to
receive tax treatment under Subchapter S of the Internal Revenue Code or
analogous provision of a successor statute, or termination of S Corporation
status under the California Revenue and Taxation Code or successor statute.
This paragraph shall not apply if the majority of the voting power of the
corporation has consented by stockholder vote or written consent to such sale or
transfer.

                                      -21-
<PAGE>

     8.13  REGISTERED STOCKHOLDERS
           -----------------------

     The corporation shall be entitled to recognize the exclusive right of a
person registered on its books as the owner of shares to receive dividends and
to vote as such owner, shall be entitled to hold liable for calls and
assessments the person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of another person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.

                                  ARTICLE IX

                                   AMENDMENTS
                                   ----------

     The bylaws of the corporation may be adopted, amended or repealed by the
stockholders entitled to vote; provided, however, that the corporation may, in
its certificate of incorporation, confer the power to adopt, amend or repeal
bylaws upon the directors. The fact that such power has been so conferred upon
the directors shall not divest the stockholders of the power, nor limit their
power to adopt, amend or repeal bylaws.

                                      -22-
<PAGE>

                           Certificate of Secretary
                           ------------------------

                                       of
                                       --

                              Amendment to Bylaws
                              -------------------



     The undersigned hereby certifies that the undersigned is the duly elected,
qualified and acting Secretary of Rational Software Corporation (the "Company")
and that the amendment to Section 3.2 of the Company's Bylaws set forth below
was duly adopted by the Board of Directors of the Company on October 24, 1995 to
become effective on December 1, 1995.


     "3.2    NUMBER OF DIRECTORS
            --------------------

     The Board of Directors shall consist of seven (7) persons and shall be
divided into three (3) classes as specified or determined pursuant to the
Certificate of Incorporation of the Corporation as in effect from time to time.

     No reduction of the authorized number of directors shall have the effect of
removing any director before that director's term of office expires."


     IN WITNESS WHEREOF the undersigned has hereunto set the undersigned's hand
this 25th day of October 1995.




                                     /S/  Ralph E. Alexander
                                     -----------------------
                                     Ralph E. Alexander
                                     Secretary


<PAGE>

                            Certificate of Secretary
                            ------------------------

                                       of
                                       --

                              Amendment to Bylaws
                              -------------------



     The undersigned hereby certifies that the undersigned is the duly elected,
qualified and acting Secretary of Rational Software Corporation (the "Company")
and that the amendment to Article III, Section 3.2 of the Company's Bylaws set
forth below was duly adopted by the Board of Directors of the Company on
February 20, 1997 to become effective on February 20, 1997.


     "3.2    NUMBER OF DIRECTORS
            --------------------

     The Board of Directors shall consist of eight (8) persons and shall be
divided into three (3) classes as specified or determined pursuant to the
Certificate of Incorporation of the Corporation as in effect from time to time.



     IN WITNESS WHEREOF the undersigned has hereunto set the undersigned's hand
this 20th day of February 1997.




                                     /S/ Robert T. Bond
                                     -------------------
                                     Robert T. Bond
                                     Secretary


<PAGE>

                            Certificate of Secretary
                            ------------------------

                                       of
                                       --

                              Amendment to Bylaws
                              -------------------



     The undersigned hereby certifies that the undersigned is the duly elected,
qualified and acting Secretary of Rational Software Corporation (the "Company")
and that the amendment to Section 3.2 of the Company's Bylaws set forth below
was duly adopted by the Board of Directors of the Company on March 19, 1998.


     "3.2    NUMBER OF DIRECTORS
            --------------------

     The Board of Directors shall consist of seven (7) persons and shall be
divided into three (3) classes as specified or determined pursuant to the
Certificate of Incorporation of the Corporation as in effect from time to time.

     No reduction of the authorized number of directors shall have the effect of
removing any director before that director's term of office expires."


     IN WITNESS WHEREOF the undersigned has hereunto set the undersigned's hand
this 20th day of March 1998.




                                     /S/  Timothy A. Brennan
                                     -----------------------
                                     Timothy A. Brennan
                                     Secretary


<PAGE>

                            Certificate of Secretary
                            ------------------------

                                       Of
                                       --

                              Amendment to Bylaws
                              -------------------



     The undersigned hereby certifies that the undersigned is the duly elected,
qualified and acting Secretary of Rational Software Corporation (the "Company")
and that the amendment to Section 3.2 of the Company's Bylaws set forth below
was duly adopted by the Board of Directors of the Company on September 13, 1999
to become effective on such date.

     "3.2   NUMBER  OF DIRECTORS

     The Board of Directors shall consist of six (6) persons and shall be
divided into three (3) classes as specified or determined pursuant to the
Certificate of Incorporation of the Corporation as in effect from time to time.

     No reduction of the authorized number of directors shall have the effect of
removing any director before that director's term of office expires."


     IN WITNESS WHEREOF the undersigned has hereunto set the undersigned's hand
this 13th day of September, 1999.


                                     /S/  Timothy A. Brennan
                                     -----------------------
                                     Timothy A. Brennan
                                     Secretary


<PAGE>

                            Certificate of Secretary
                            ------------------------

                                       of
                                       --

                              Amendment to Bylaws
                              -------------------



     The undersigned hereby certifies that the undersigned is the duly elected,
qualified and acting Secretary of Rational Software Corporation (the "Company")
and that the amendment to Section 3.2 of the Company's Bylaws set forth below
was duly adopted by the Board of Directors of the Company on October 13, 1999.


     "3.2    NUMBER OF DIRECTORS
            --------------------

     The Board of Directors shall consist of five (5) persons and shall be
divided into three (3) classes as specified or determined pursuant to the
Certificate of Incorporation of the Corporation as in effect from time to time.

     No reduction of the authorized number of directors shall have the effect of
removing any director before that director's term of office expires."


     IN WITNESS WHEREOF the undersigned has hereunto set the undersigned's hand
this 13th day of October 1999.




                              /S/  Timothy A. Brennan
                              -----------------------
                              Timothy A. Brennan
                              Secretary