Exhibit 3.2

                              AMENDED AND RESTATED

                                     BY-LAWS

                                       OF

                                   THCG, INC.

               (formerly known as Walnut Financial Services, Inc.)


                                    ARTICLE I

                                  Stockholders

                  SECTION 1. Annual Meeting.  The annual meeting of stockholders
shall be held at the hour,  date and place  within or without the United  States
which is fixed by the Board of Directors or an officer  designated  by the Board
of Directors, which time, date and place may subsequently be changed at any time
by vote of the Board of Directors or by such officer so designated.

                  SECTION 2. Matters to be Considered at Annual Meetings. At any
annual meeting or special  meeting of  stockholders in lieu thereof (the "Annual
Meeting"),  only such business shall be conducted, and only such proposals shall
be acted upon, as shall have been properly  brought before such Annual  Meeting.
To be considered as properly brought before an Annual Meeting, business must be:
(a) specified in the notice of meeting,  (b) otherwise  properly  brought before
the meeting by, or at the direction of, the Board of Directors, or (c) otherwise
properly brought before the meeting by any holder of record (both as of the time
notice of such proposal is given by the stockholder as set forth below and as of
the record  date for the Annual  Meeting in  question)  of any shares of capital
stock  of the  Corporation  entitled  to  vote at such  Annual  Meeting  on such
business who complies with the requirements set forth in this Section 2.

                  In addition to any other applicable requirements, for business
to be properly  brought  before an Annual  Meeting by a stockholder of record of
any  shares of capital  stock  entitled  to vote at such  Annual  Meeting,  such
stockholder  shall:  (i) give timely notice as required by this Section 2 to the
Secretary of the  Corporation,  and (ii) be present at such  meeting,  either in
person or by a representative. For the first Annual Meeting following the merger
(the "Merger") of Tower Hill  Acquisition  Corp., a New York  corporation  and a
wholly-owned subsidiary of the Corporation, with and into Tower Hill Securities,
Inc.,  a New  York  corporation,  a  stockholder's  notice  shall be  timely  if
delivered  to, or mailed to and received by, the  Corporation  at its  principal
executive  office not later than the close of  business  on the later of (A) the
75th day prior to the scheduled  date of such Annual Meeting or (B) the 15th day
following  the day on  which  public  announcement  of the  date of such  Annual
Meeting is first made by the Corporation.  For all subsequent Annual Meetings, a
stockholder's  notice shall be timely if delivered to, or mailed to and received
by, the Corporation at its principal  executive office not less than 75 days nor
more than 120 days prior to the anniversary  date of the  immediately  preceding
Annual Meeting (the "Anniversary Date");  provided,  however,  that in the event
the Annual  Meeting is  scheduled  to be held on a date more than 30 days before
the  Anniversary  Date  or more  than 60 days  after  the  Anniversary  Date,  a
stockholder's  notice shall be timely if delivered to, or mailed to and received
by, the Corporation at its principal  executive  office not later than the close
of business on the later of (A) the 75th day prior to the scheduled date of such
Annual  Meeting,  or  (B)  the  15th  day  following  the  day on  which  public
announcement  of  the  date  of  such  Annual  Meeting  is  first  made  by  the
Corporation.

                  For purposes of these  By-Laws,  "public  announcement"  shall
mean: (i) disclosure in a press release  reported by the Dow Jones News Service,
Associated  Press or comparable  national  news service,  (ii) a report or other
document filed publicly with the Securities and Exchange Commission  (including,
without  limitation,  a Current Report on Form 8-K), or (iii) a letter or report
sent to  stockholders  of record of the  Corporation at the close of business on
the day of the mailing of such letter or report.

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                  A stockholder's  notice to the Secretary shall set forth as to
each  matter  proposed  to be  brought  before  an Annual  Meeting:  (i) a brief
description of the business the stockholder  desires to bring before such Annual
Meeting and the reasons for  conducting  such  business at such Annual  Meeting,
(ii) the name and address,  as they appear on the  Corporation's  stock transfer
books, of the stockholder proposing such business, (iii) the class and number of
shares of the Corporation's  capital stock beneficially owned by the stockholder
proposing such business,  (iv) the names and addresses of the beneficial owners,
if any, of any capital stock of the Corporation registered in such stockholder's
name on such  books,  and the  class and  number of shares of the  Corporation's
capital stock  beneficially  owned by such beneficial  owners, (v) the names and
addresses of other stockholders known by the stockholder proposing such business
to  support  such  proposal,   and  the  class  and  number  of  shares  of  the
Corporation's  capital stock beneficially owned by such other stockholders,  and
(vi) any material  interest of the stockholder  proposing to bring such business
before  such  meeting (or any other  stockholders  known to be  supporting  such
proposal) in such proposal.

                  If the Board of Directors or a  designated  committee  thereof
determines  that any  stockholder  proposal was not made in a timely  fashion in
accordance  with  the  provisions  of this  Section  2 or that  the  information
provided in a stockholder's notice does not satisfy the information requirements
of this Section 2 in any material respect,  such proposal shall not be presented
for action at the Annual Meeting in question.  If neither the Board of Directors
nor such committee makes a  determination  as to the validity of any stockholder
proposal  in the manner set forth  above,  the  presiding  officer of the Annual
Meeting shall determine whether the stockholder  proposal was made in accordance
with the terms of this Section 2. If the presiding  officer  determines that any
stockholder  proposal was not made in a timely  fashion in  accordance  with the
provisions of this Section 2 or that the information provided in a stockholder's
notice does not satisfy the  information  requirements  of this Section 2 in any
material respect,  such proposal shall not be presented for action at the Annual
Meeting in question.  If the Board of Directors,  a designated committee thereof
or the presiding  officer  determines  that a  stockholder  proposal was made in
accordance with the requirements of this Section 2, the presiding  officer shall
so declare at the Annual  Meeting and ballots  shall be provided  for use at the
meeting with respect to such proposal.

                  Notwithstanding  the foregoing  provisions of these By-Laws, a
stockholder shall also comply with all applicable requirements of the Securities
Exchange  Act of 1934,  as  amended  (the  "Exchange  Act"),  and the  rules and
regulations thereunder with respect to the matters set forth in this By-Law, and
nothing in this By-Law shall be deemed to affect any rights of  stockholders  to
request  inclusion of proposals in the  Corporation's  proxy  statement,  or the
Corporation's  right to refuse inclusion  thereof,  pursuant to Rule 14a-8 under
the Exchange Act.

                  SECTION 3. Special Meetings.  Except as otherwise permitted by
law,  special meetings of the stockholders of the Corporation may be called only
by the Chief  Executive  Officer of the  Corporation  or the Board of  Directors
pursuant to a resolution  approved by the affirmative  vote of a majority of the
Directors then in office.

                  SECTION 4. Matters to be Considered at Special Meetings.  Only
those  matters set forth in the notice of the special  meeting may be considered
or acted upon at a special meeting of stockholders  of the  Corporation,  unless
otherwise provided by law.

                  SECTION 5. Notice of Meetings;  Adjournments. A written notice
of all Annual Meetings  stating the hour, date and place of such Annual Meetings
shall be given by the Secretary (or other person  authorized by these By-Laws or
by law) not less than 10 days nor more than 60 days  before the Annual  Meeting,
to each stockholder entitled to vote thereat and to each stockholder who, by law
or  under  the  Articles  of  Incorporation  of the  Corporation  ("Articles  of
Incorporation")  or  under  these  By-Laws,  is  entitled  to  such  notice,  by
delivering  such notice to him or by mailing it, postage  prepaid,  addressed to
such  stockholder  at the  address  of such  stockholder  as it  appears  on the
Corporation's  stock transfer books. Such notice shall be deemed to be delivered
when hand delivered to such address or deposited in the mail so addressed,  with
postage prepaid.

                  Notice of all special meetings of stockholders  shall be given
in the same  manner as  provided  for Annual  Meetings,  except that the written
notice of all special meetings shall state the purpose or purposes for which the
meeting has been called.

                                      -2-

<PAGE>

                  Notice of an Annual Meeting or special meeting of stockholders
need not be given to a  stockholder  if a  written  waiver  of  notice is signed
before or after such meeting by such stockholder or if such stockholder  attends
such meeting, unless such attendance was for the express purpose of objecting at
the  beginning of the meeting to the  transaction  of any  business  because the
meeting  was not  lawfully  called  or  convened.  Neither  the  business  to be
transacted  at, nor the  purpose  of, any Annual  Meeting or special  meeting of
stockholders need be specified in any written waiver of notice.

                  The  Board  of  Directors  may  postpone  and  reschedule  any
previously  scheduled  Annual Meeting or special meeting of stockholders and any
record date with  respect  thereto,  regardless  of whether any notice or public
disclosure  with respect to any such  meeting has been sent or made  pursuant to
Section 2 of this  Article I or  Section 3 of  Article  II of these  By-Laws  or
otherwise.  In no  event  shall  the  public  announcement  of  an  adjournment,
postponement or rescheduling of any previously scheduled meeting of stockholders
commence  a new time  period  for the  giving of a  stockholder's  notice  under
Section 2 of this Article I or Section 3 of Article II of these By-Laws.

                  When any  meeting  is  convened,  the  presiding  officer  may
adjourn the meeting if (a) no quorum is present for the transaction of business,
(b)  the  Board  of  Directors  determines  that  adjournment  is  necessary  or
appropriate to enable the stockholders to consider fully  information  which the
Board of Directors determines has not been made sufficiently or timely available
to  stockholders,  or (c) the Board of Directors  determines that adjournment is
otherwise in the best interests of the  Corporation.  When any Annual Meeting or
special  meeting of  stockholders  is adjourned to another hour,  date or place,
notice need not be given of the adjourned  meeting other than an announcement at
the  meeting at which the  adjournment  is taken of the hour,  date and place to
which the meeting is adjourned;  provided,  however,  that if the adjournment is
for more than 30 days,  or if after the  adjournment  a new record date is fixed
for the adjourned  meeting,  notice of the  adjourned  meeting shall be given to
each stockholder of record entitled to vote thereat and each stockholder who, by
law or under the Articles of Incorporation  or under these By-Laws,  is entitled
to such notice.

                  SECTION  6.  Quorum.  The  holders  of shares of voting  stock
representing a majority of the voting power of the outstanding  shares of voting
stock  issued,  outstanding  and entitled to vote at a meeting of  stockholders,
represented  in person or by proxy at such meeting,  shall  constitute a quorum;
but if less than a quorum is present at a meeting,  the holders of voting  stock
representing  a majority  of the  voting  power  present  at the  meeting or the
presiding officer may adjourn the meeting from time to time, and the meeting may
be held as adjourned without further notice,  except as provided in Section 5 of
this  Article I. At such  adjourned  meeting at which a quorum is  present,  any
business may be  transacted  which might have been  transacted at the meeting as
originally noticed.  The stockholders  present at a duly constituted meeting may
continue to transact business until adjournment,  notwithstanding the withdrawal
of enough stockholders to leave less than a quorum.

                  SECTION 7.  Voting and  Proxies.  Stockholders  shall have one
vote for each share of stock entitled to vote owned by them of record  according
to the books of the  Corporation,  unless  otherwise  provided  by law or by the
Articles of Incorporation.  Stockholders may vote either in person or by written
proxy,  but no proxy shall be voted or acted upon after  eleven  months from its
date, unless the proxy provides for a longer period. Proxies shall be filed with
the  Secretary of the meeting  before being voted.  Except as otherwise  limited
therein or as  otherwise  provided  by law,  proxies  shall  entitle the persons
authorized  thereby to vote at any  adjournment  of such  meeting.  A proxy with
respect  to  stock  held in the  name of two or more  persons  shall be valid if
executed by or on behalf of any one of them  unless at or prior to the  exercise
of the proxy the Corporation  receives a specific written notice to the contrary
from any one of them.  A proxy  purporting  to be  executed by or on behalf of a
stockholder  shall be deemed valid,  and the burden of proving  invalidity shall
rest on the challenger.

                  SECTION 8.  Action at Meeting.  When a quorum is present,  any
matter properly  brought before any meeting of stockholders  shall be decided by
the vote of a majority of the voting power of shares of voting stock  present in
person or  represented  by proxy at such  meeting  and  entitled to vote on such
matter,  except  where a larger  vote is  required  by law,  by the  Articles of
Incorporation  or by these  By-Laws.  Any election of Directors by  stockholders
shall be determined by a plurality of the votes cast, except where a larger vote
is required by law, by the Articles of  Incorporation  or by these By-Laws.  The
Corporation  shall not directly or indirectly  vote any shares of its own stock;

                                      -3-

<PAGE>

provided,  however,  that the  Corporation  may vote shares  which it holds in a
fiduciary capacity to the extent permitted by law.

                  SECTION  9.   Stockholder   Lists.   The   Secretary  (or  the
Corporation's  transfer agent or other person  authorized by these By-Laws or by
law) shall prepare and make 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.
The list shall be made on the  earlier of ten days  before the meeting for which
the list was  prepared or two days after  notice of the meeting was given.  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 beginning
on the date the list is made pursuant to the foregoing  sentence and  continuing
through the meeting and any meeting  adjournments,  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.

                  SECTION 10. Presiding Officer. The Chairman of the Board or if
there is no  Chairman  of the  Board,  or in his  absence,  one of the  Co-Chief
Executive  Officers of the Corporation or, in their absence,  such other officer
as shall be  designated  by the Board of Directors  shall  preside at all Annual
Meetings or special  meetings of  stockholders  and shall have the power,  among
other things, to adjourn such meeting at any time and from time to time, subject
to  Sections  5 and 6 of this  Article  I. The order of  business  and all other
matters of procedure at any meeting of the  stockholders  shall be determined by
the presiding officer.

                  SECTION 11. Voting Procedures and Inspectors of Elections. The
Corporation  shall, in advance of, or at, any meeting of  stockholders,  appoint
one or more  inspectors to act at the meeting and make a written report thereof.
The  Corporation  may designate  one or more persons as alternate  inspectors to
replace any  inspector who fails to act. If no inspector or alternate is able to
act at a meeting of  stockholders,  the  presiding  officer shall appoint one or
more  inspectors to act at the meeting.  Any inspector  may, but need not, be an
officer, employee or agent of the Corporation.  Each inspector,  before entering
upon the  discharge  of his duties,  shall take and sign an oath  faithfully  to
execute the duties of inspector  with strict  impartiality  and according to the
best  of his or her  ability.  The  inspectors  shall  perform  such  duties  as
circumstances  reasonably  require,  including  the  counting  of all  votes and
ballots.  The  inspectors  may  appoint or retain  other  persons or entities to
assist the inspectors in the  performance of the duties of the  inspectors.  The
presiding officer may review all determinations made by the inspector(s), and in
so doing the  presiding  officer  shall be entitled to exercise  his or her sole
judgment and discretion  and he or she shall not be bound by any  determinations
made  by the  inspector(s).  All  determinations  by the  inspector(s)  and,  if
applicable,  the  presiding  officer  shall be subject to further  review by any
court of competent jurisdiction.

         SECTION  11. No Action by  Written  Consent.  Any  action  required  or
permitted to be taken by the stockholders of the Corporation must be effected at
a duly  called  annual or  special  meeting of the  stockholders  and may not be
effected by a consent in writing by any such stockholders.

                                   ARTICLE II
                                    Directors

                  SECTION 1. Powers. The business and affairs of the Corporation
shall be managed by or under the  direction of the Board of Directors  except as
otherwise provided by the Articles of Incorporation or required by law.

                  SECTION  2.  Number  and  Terms.   The  number  of   Directors
constituting the entire Board of Directors of the Corporation  shall not be less
than 3 nor more than 12 as fixed by resolution duly adopted from time to time by
the Board of Directors.

                  Commencing on the effective time of the Merger,  the Directors
shall be  classified,  with  respect to the term for which they  severally  hold
office, into three classes,  as nearly equal in number as possible.  The initial
Class I, II and III Directors  shall be appointed by the Board of Directors upon
the  effective  time of the Merger.  The initial  Class I Directors  shall serve
until the first Annual Meeting after the Merger.  The initial Class II Directors
shall serve until the second Annual Meeting after the Merger.  The initial Class
III  Directors  shall serve  until the third  Annual  Meeting  after the Merger.
Members of each class shall hold office until their  successors are duly elected
and qualified or until their

                                      -4-

<PAGE>

earlier  death,  disqualification,  resignation or removal.  At each  succeeding
Annual  Meeting,  the successors of the class of Directors whose term expires at
that  meeting  shall be  elected by a  plurality  vote of all votes cast at such
meeting to hold  office for a term  expiring at the Annual  Meeting  held in the
third year following the year of their election.

                  SECTION 3. Director Nominations. Nominations of candidates for
election as Directors of the  Corporation at any Annual Meeting may be made only
(a) by, or at the  direction  of, the Board of Directors or (b) by any holder of
record  (both  as of  the  time  notice  of  such  nomination  is  given  by the
stockholder  as set forth below and as of the record date for the Annual Meeting
in question) of any shares of the capital stock of the  Corporation  entitled to
vote for the election of Directors at such Annual  Meeting who complies with the
timing,  informational  and other  requirements set forth in this Section 3. Any
stockholder  who seeks to make such a nomination or his  representative  must be
present in person at the Annual  Meeting.  Only persons  nominated in accordance
with the  procedures  set forth in this Section 3 shall be eligible for election
as Directors at an Annual Meeting.

                  Nominations, other than those made by, or at the direction of,
the Board of  Directors,  shall be made  pursuant to timely notice in writing to
the Secretary of the  Corporation  as set forth in this Section 3. For the first
Annual Meeting  following the Merger, a stockholder's  notice shall be timely if
delivered  to, or mailed to and received by, the  Corporation  at its  principal
executive  office not later than the close of  business  on the later of (A) the
75th day prior to the scheduled  date of such Annual Meeting or (B) the 15th day
following  the day on  which  public  announcement  of the  date of such  Annual
Meeting is first made by the Corporation.  For all subsequent Annual Meetings, a
stockholder's  notice shall be timely if delivered to, or mailed to and received
by, the Corporation at its principal  executive office not less than 75 days nor
more than 120 days prior to the Anniversary Date; provided, however, that in the
event the  Annual  Meeting is  scheduled  to be held on a date more than 30 days
before the Anniversary  Date or more than 60 days after the Anniversary  Date, a
stockholder's notice shall be timely if delivered to, or mailed and received by,
the  Corporation at its principal  executive  office not later than the close of
business  on the later of (i) the 75th day prior to the  scheduled  date of such
Annual  Meeting  or  (ii)  the  15th  day  following  the  day on  which  public
announcement  of  the  date  of  such  Annual  Meeting  is  first  made  by  the
Corporation.

                  A stockholder's  notice to the Secretary shall set forth as to
each  person  whom  the  stockholder   proposes  to  nominate  for  election  or
re-election as a Director:  (i) the name,  age,  business  address and residence
address of such person,  (ii) the  principal  occupation  or  employment of such
person, (iii) the class and number of shares of the Corporation's  capital stock
which are  beneficially  owned by such  person  on the date of such  stockholder
notice, (iv) the consent of each nominee to serve as a Director if elected,  and
(v) such  information  concerning  such person as is  required  to be  disclosed
concerning a nominee for election as Director of the Corporation pursuant to the
rules and  regulations  under the Exchange  Act. A  stockholder's  notice to the
Secretary shall further set forth as to the stockholder  giving such notice: (i)
the name and address,  as they appear on the Corporation's stock transfer books,
of such stockholder and of the beneficial  owners (if any) of the  Corporation's
capital stock registered in such  stockholder's name and the name and address of
other  stockholders  known by such stockholder to be supporting such nominee(s),
(ii) the class and number of shares of the Corporation's capital stock which are
held of record,  beneficially  owned or represented by proxy by such stockholder
and by any other  stockholders  known by such  stockholder to be supporting such
nominee(s)  on the record date for the Annual  Meeting in question (if such date
shall  then  have  been  made  publicly  available)  and on  the  date  of  such
stockholder's   notice,   and  (iii)  a  description  of  all   arrangements  or
understandings between such stockholder and each nominee and any other person or
persons  (naming  such person or persons)  pursuant to which the  nomination  or
nominations are to be made by such stockholder or in connection therewith.

                  If the Board of Directors or a  designated  committee  thereof
determines  that any  stockholder  nomination  was not timely made in accordance
with  the  terms  of  this  Section  3 or that  the  information  provided  in a
stockholder's  notice does not satisfy the  informational  requirements  of this
Section 3 in any material respect,  then such nomination shall not be considered
at the Annual  Meeting in question.  If neither the Board of Directors  nor such
committee  makes  a  determination  as to  whether  a  nomination  was  made  in
accordance  with the provisions of this Section 3, the presiding  officer of the
Annual Meeting shall determine  whether a nomination was made in accordance with
such  provisions.  If the  presiding  officer  determines  that any  stockholder
nomination was not timely made in accordance with the terms of this Section 3 or
that the  information  provided in a  stockholder's  notice does not satisfy the
information  requirements of this Section 3 in any material  respect,  then such
nomination  shall not be  considered at the Annual  Meeting in question.  If the
Board of Directors,  a designated  committee  thereof or the  presiding  officer

                                      -5-

<PAGE>

determines  that a  nomination  was made in  accordance  with the  terms of this
Section 3, the presiding officer shall so declare at the Annual Meeting and such
nominee shall be eligible for election at the meeting.

                  No person shall be elected by the  stockholders  as a Director
of the Corporation  unless nominated in accordance with the procedures set forth
in this  Section.  Election of  Directors  at the Annual  Meeting need not be by
written  ballot,  unless  otherwise  provided by the Board of  Directors  or the
presiding  officer at such Annual  Meeting.  If written  ballots are to be used,
ballots  bearing  the  names of all the  persons  who have  been  nominated  for
election as Directors at the Annual  Meeting in accordance  with the  procedures
set forth in this Section shall be provided for use at the Annual Meeting.

                  SECTION 4. Qualification. No Director need be a stockholder of
the Corporation.

                  SECTION 5. Vacancies.  Any and all vacancies  occurring on the
Board of Directors, including, without limitation, any vacancy created by reason
of an increase in the number of Directors, or resulting from death, resignation,
disqualification,  removal or any other cause,  may be filled by the affirmative
vote of a majority  of the  remaining  Directors  then in  office,  even if such
remaining Directors constitute less than a quorum of the Board of Directors,  or
if such vacancy is not so filled by the remaining Directors, by the stockholders
of the  Corporation.  Any Director  appointed or elected in accordance  with the
preceding  sentence  shall hold office for the remainder of the full term of the
class of  Directors  in which the new  directorship  was  created or the vacancy
occurred and until such  Director's  successor  shall have been duly elected and
qualified or until his or her earlier  death,  disqualification,  resignation or
removal.  When the number of Directors is increased or  decreased,  the Board of
Directors  shall  determine  the  class or  classes  to which the  increased  or
decreased number of Directors shall be apportioned;  provided,  however, that no
decrease in the number of  Directors  shall  shorten  the term of any  incumbent
Director  unless  such  Director  is removed as  permitted  in the  Articles  of
Incorporation.  In the  event  of a  vacancy  in the  Board  of  Directors,  the
remaining  Directors,  except as  otherwise  provided by law,  may  exercise the
powers of the full Board of Directors until the vacancy is filled.

                  SECTION 6.  Removal.  Directors  may be removed from office in
the manner provided in the Articles of Incorporation.

                  SECTION 7.  Resignation.  A Director may resign at any time by
giving  written  notice to the  Corporation  addressed  to a Co-Chief  Executive
Officer or the Secretary. A resignation shall be effective upon receipt,  unless
the resignation otherwise provides, and need not be accepted by the Corporation.

                  SECTION 8. Regular Meetings. The regular annual meeting of the
Board of Directors shall be held,  without notice other than this By-Law, on the
same date and at the same place as the  Annual  Meeting  following  the close of
such meeting of  stockholders.  Other regular meetings of the Board of Directors
may be held at such  hour,  date and  place as the  Board  of  Directors  may by
resolution  from  time  to  time  determine   without  notice  other  than  such
resolution.

                  SECTION 9. Special Meetings.  Special meetings of the Board of
Directors  may be  called,  orally  or in  writing,  by or at the  request  of a
majority  of the  Directors  then in  office  or one of the  co-Chief  Executive
Officers of the Corporation.  The person calling any such special meeting of the
Board of Directors may fix the hour, date and place thereof.

                  SECTION 10. Notice of Meetings.  Notice of the hour,  date and
place of all special  meetings of the Board of Directors  shall be given to each
Director by the Secretary or the person calling such meeting,  or in case of the
death,  absence,  incapacity or refusal of such person, by a Co-Chief  Executive
Officer of the  Corporation  or such other officer as shall be designated by the
Board of  Directors.  Notice of any  special  meeting of the Board of  Directors
shall be given to each Director in person, by telephone,  or by telex,  telecopy
telegram,  or  other  written  form  of  electronic  communication,  sent to his
business or home  address,  at least 24 hours in advance of the  meeting,  or by
written notice sent by next-day delivery courier service to his business or home
address,  at least 48 hours in  advance of the  meeting.  Such  notice  shall be
deemed  to be  delivered  when  hand  delivered  to such  address,  read to such
Director by telephone,  deposited in the mail so addressed, with postage thereon
prepaid if mailed, dispatched or transmitted if telexed,

                                      -6-

<PAGE>

telecopied or effected by another written form of electronic  communication,  or
when delivered to the telegraph company if sent by telegram.

                  When  any  Board  of  Directors  meeting,  either  regular  or
special, is adjourned for 30 days or more, notice of the adjourned meeting shall
be given as in the case of an original  meeting.  It shall not be  necessary  to
give any notice of the hour,  date or place of any  meeting  adjourned  for less
than  30  days  or of the  business  to be  transacted  thereat,  other  than an
announcement at the meeting at which such adjournment is taken of the hour, date
and place to which the meeting is adjourned.

                  A written waiver of notice signed before or after a meeting by
a Director  and filed  with the  records  of the  meeting  shall be deemed to be
equivalent to notice of the meeting.  The  attendance of a Director at a meeting
shall  constitute  a waiver of notice of such  meeting,  except where a Director
attends a meeting for the express  purpose of objecting at the  beginning of the
meeting to the transaction of any business  because such meeting is not lawfully
called or  convened.  Except as  otherwise  required by law, by the  Articles of
Incorporation or by these By-Laws, neither the business to be transacted at, nor
the purpose of, any meeting of the Board of  Directors  need be specified in the
notice or waiver of notice of such meeting.

                  SECTION 11. Quorum.  At any meeting of the Board of Directors,
a majority of the Directors  then in office (but in no event less than one-third
of the entire Board of Directors)  shall constitute a quorum for the transaction
of  business,  but if less than a quorum is present at a meeting,  a majority of
the Directors present may adjourn the meeting from time to time, and the meeting
may be held as adjourned  without further notice,  except as provided in Section
10 of this  Article II. Any  business  which might have been  transacted  at the
meeting as originally  noticed may be transacted  at such  adjourned  meeting at
which a quorum is present.

                  SECTION 12. Action at Meeting.  At any meeting of the Board of
Directors at which a quorum is present,  a majority of the Directors present may
take any action on behalf of the Board of Directors,  unless otherwise  required
by law, by the Articles of Incorporation or by these By-Laws.

                  SECTION  13.  Action  by  Consent.   Any  action  required  or
permitted  to be taken at any  meeting  of the Board of  Directors  may be taken
without a meeting if all members of the Board of  Directors  consent  thereto in
writing. Such written consent shall be filed with the records of the meetings of
the Board of  Directors  and shall be treated  for all  purposes  as a vote at a
meeting of the Board of Directors.

                  SECTION 14. Manner of Participation. Directors may participate
in  meetings  of the Board of  Directors  by means of  conference  telephone  or
similar communications  equipment by means of which all Directors  participating
in the meeting can hear each other, and participation in a meeting in accordance
herewith  shall  constitute  presence in person at such  meeting for purposes of
these By-Laws.

                  SECTION 15. Committees.  The Board of Directors,  by vote of a
majority of the Directors then in office, may elect from its number, one or more
committees, including but not limited to, an Executive Committee, a Compensation
Committee and an Audit  Committee,  and may delegate  thereto some or all of its
powers except those which by law, by the Articles of  Incorporation  or by these
By-Laws may not be  delegated.  Except as the Board of Directors  may  otherwise
determine,  any such  committee  may make rules for the conduct of its business,
but unless  otherwise  provided by the Board of Directors or in such rules,  its
business shall be conducted so far as possible in the same manner as is provided
by these  By-Laws for the Board of  Directors.  All  members of such  committees
shall hold such offices at the pleasure of the Board of Directors.  The Board of
Directors may abolish any such committee at any time. Any committee to which the
Board of Directors  delegates  any of its powers or duties shall keep records of
its meetings and shall report its action to the Board of Directors. The Board of
Directors shall have power to rescind any action of any committee, to the extent
permitted by law, but no such rescission shall have retroactive effect.

                  SECTION 16. Compensation of Directors. Directors shall receive
such compensation for their services as shall be determined by a majority of the
Directors then in office provided that Directors who are serving the Corporation
as employees and who receive  compensation  for their services as such shall not
receive any salary or other  compensation for their services as Directors of the
Corporation.

                                      -7-

<PAGE>

                                   ARTICLE III
                                    Officers

                  SECTION 1. Enumeration.  The officers of the Corporation shall
consist of Co-Chief  Executive  Officers,  a Chief  Operating  Officer,  a Chief
Financial  Officer,  a Secretary  and such other  officers,  including,  without
limitation,  a Treasurer,  a Chairman of the Board and one or more Vice-Chairmen
of the Board,  Vice-Presidents  (including  Executive Vice  Presidents or Senior
Vice Presidents),  Assistant Vice Presidents, Assistant Treasurers and Assistant
Secretaries, as the Board of Directors may determine.

                  SECTION 2.  Election.  At the  regular  annual  meeting of the
Board  following  the Annual  Meeting,  the Board of  Directors  shall elect the
Co-Chief Executive  Officers,  the Chief Operating Officer,  the Chief Financial
Officer and the  Secretary.  Other  officers  may be elected or appointed by the
Board of Directors at such regular  annual  meeting of the Board of Directors or
at any other regular or special meeting.

                  SECTION 3. Qualification.  No officer need be a stockholder or
a Director. Any person may occupy more than one office of the Corporation at any
time. Any officer may be required by the Board of Directors to give bond for the
faithful  performance of his duties in such amount and with such sureties as the
Board of Directors may determine.

                  SECTION  4.  Tenure.  Except  as  otherwise  provided  by  the
Articles  of  Incorporation  or by these  By-Laws,  each of the  officers of the
Corporation  shall hold office until the regular  annual meeting of the Board of
Directors  following the next Annual  Meeting and until his successor is elected
and  qualified  or until his earlier  death,  disqualification,  resignation  or
removal.

                  SECTION  5.  Resignation.  Any  officer  may  resign by giving
written notice to the Corporation  addressed to a Co-Chief  Executive Officer or
the  Secretary.  A  resignation  shall be  effective  upon  receipt,  unless the
resignation otherwise provides, and need not be accepted by the Corporation.

                  SECTION 6. Removal.  Except as otherwise  provided by law, the
Board of Directors may remove any officer with or without cause at any time.

                  SECTION 7. Absence or Disability.  In the event of the absence
or  disability  of any officer,  the Board of Directors  may  designate  another
officer to act temporarily in place of such absent or disabled officer.

                  SECTION 8. Vacancies.  Any vacancy in any office may be filled
for the unexpired portion of the term by the Board of Directors.

                  SECTION 9.  Powers and  Duties.  Each of the  officers  of the
Corporation shall, unless otherwise ordered by the Board of Directors, have such
powers and duties as generally  pertain to the  officer's  respective  office as
well as such  powers and duties as from time to time may be  conferred  upon the
officer by the Board of Directors.

                                   ARTICLE IV
                                  Capital Stock

                  SECTION 1.  Certificates of Stock.  Each stockholder  shall be
entitled to a certificate  of the capital stock of the  Corporation in such form
as may  from  time  to  time be  prescribed  by the  Board  of  Directors.  Such
certificate  shall be signed by the Chairman or  Vice-Chairman of the Board or a
Co-Chief Executive Officer,  the Chief Operating Officer or a Vice President and
by the  Treasurer  or an Assistant  Treasurer  or the  Secretary or an Assistant
Secretary.  The corporate seal and the signatures by Corporation  officers,  the
transfer agent or the registrar may be facsimiles. In case any officer, transfer
agent or registrar who has signed or whose  facsimile  signature has been placed
on such  certificate  shall have ceased to be such  officer,  transfer  agent or
registrar before such certificate is issued, it may be issued by the Corporation
with the same effect as if he were such officer,  transfer agent or registrar at
the time of its issue.  Every  certificate for shares of stock which are subject
to any restriction on transfer and every certificate issued

                                      -8-

<PAGE>

when the  Corporation  is  authorized  to issue more than one class or series of
stock shall contain such legend with respect thereto as is required by law.

                  SECTION 2. Transfers.  Subject to any restrictions on transfer
and unless otherwise provided by the Board of Directors,  shares of stock may be
transferred  only  on the  books  of the  Corporation  by the  surrender  to the
Corporation  or its  transfer  agent  of the  certificate  theretofore  properly
endorsed or  accompanied by a written  assignment or power of attorney  properly
executed,  with transfer stamps (if necessary)  affixed,  and with such proof of
the  authenticity  of signature  as the  Corporation  or its transfer  agent may
reasonably require.

                  SECTION 3. Record Holders. Except as may otherwise be required
by law, by the Articles of  Incorporation  or by these By-Laws,  the Corporation
shall be entitled  to treat the record  holder of stock as shown on its books as
the owner of such stock for all purposes, including the payment of dividends and
the right to vote with respect  thereto,  regardless of any transfer,  pledge or
other disposition of such stock, and regardless of any notice to the Corporation
until the  shares  have been  transferred  on the  books of the  Corporation  in
accordance with the requirements of these By-Laws.

                  It  shall  be the  duty  of each  stockholder  to  notify  the
Corporation of his or her post office address and any changes thereto.

                  SECTION 4.  Record  Date.  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 receive  payments 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 a
record  date,  which  record  date  shall not  precede  the date upon  which the
resolution  fixing the record  date is  adopted by the Board of  Directors,  and
which  record date shall,  unless  otherwise  required by law,  not be more than
sixty nor less than ten days before the date of such meeting.  If no record date
is fixed, 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 on which the first notice is delivered to stockholders.

                                    ARTICLE V
                                 Indemnification

                  The Corporation  shall to the fullest extent permitted by Utah
law, as in effect from time to time (but,  in the case of any  amendment  of the
Utah Revised  Business  Corporation  Act, only to the extent that such amendment
permits the Corporation to provide broader  indemnification rights than said law
permitted the  Corporation to provide prior to such  amendment),  indemnify each
person  who  is or  was a  Director  or  officer  of  the  Corporation  (or  any
predecessor) or of any of its wholly-owned subsidiaries who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit  or  proceeding,  or  was or is  involved  in any  threatened,  pending  or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the fact that he or she
is or was a Director, officer, employee or agent of the Corporation or of any of
its  subsidiaries,  or is or was at any  time  serving,  at the  request  of the
Corporation,  any other  corporation,  partnership,  limited liability  company,
joint venture, trust, employee benefit plan or other enterprise in any capacity,
against  all  expense,  liability  and  loss  (including,  but not  limited  to,
attorneys' fees, judgments, fines, excise taxes or penalties with respect to any
employee  benefit  plan  or  otherwise,  and  amounts  paid  or  to be  paid  in
settlement)  incurred or suffered by such Director or officer in connection with
such proceeding;  provided, however, that the Corporation shall not be obligated
to indemnify any person under this Article V in connection with a proceeding (or
part thereof) if such proceeding (or part thereof) was initiated by such person,
but was not authorized by the Board of Directors of the Corporation, against (i)
the  Corporation  or any of its  subsidiaries,  (ii) any  person who is or was a
Director,  officer,  employee  or  agent  of  the  Corporation  or  any  of  its
subsidiaries  and/or  (iii) any  person or  entity  which is or was  controlled,
controlled  by or  under  common  control  with  the  Corporation  or has or had
business relations with the Corporation or any of its subsidiaries.

                  Expenses  incurred  by a person  who is or was a  Director  or
officer  of the  Corporation  (or any  predecessor)  or any of its  wholly-owned
subsidiaries in defending a proceeding  shall be paid by the Corporation as they

                                      -9-

<PAGE>

are incurred in advance of the final disposition of such 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
indemnified by the  Corporation.  Such expenses  incurred by former Directors or
other  employees or agents of the Corporation may be so paid upon such terms and
conditions, if any, as the Board of Directors deems appropriate.

                  For purposes of this  Article,  the term  "Corporation"  shall
include, in addition to the resulting corporation,  any constituent  corporation
(including any  constituent of a constituent)  absorbed by the  Corporation in a
consolidation  or  merger;   the  term  "other  enterprise"  shall  include  any
corporation,  partnership,  joint venture,  limited liability company,  trust or
employee  benefit  plan;  service  "at the  request  of the  Corporation"  shall
include, without limitation,  service as a Director,  officer or employee of the
Corporation  which  imposes  duties on, or involves  service by, such  Director,
officer or employee with respect to an employee  benefit plan, its  participants
or  beneficiaries;  any excise  taxes  assessed on a person  with  respect to an
employee benefit plan shall be deemed to be indemnifiable  expenses;  and action
by a person  with  respect  to any  employee  benefit  plan  which  such  person
reasonably  believes to be in the interest of the participants and beneficiaries
of such  plan  shall  be  deemed  to be  action  in or not  opposed  to the best
interests of the Corporation.

                  Notwithstanding  any  other  provision  of these  By-laws,  no
action by the  Corporation,  either by amendment to or repeal of this Article or
otherwise,  shall diminish or adversely  affect any right or protection  granted
under this Article to any  Director or officer or former  Director or officer of
the Corporation (or any predecessor) or of any of its wholly-owned  subsidiaries
which  shall have  become  vested as  aforesaid  prior to the date that any such
amendment, repeal or other corporate action is taken.

                                   ARTICLE VI
                            Miscellaneous Provisions

                  SECTION 1. Fiscal Year. Except as otherwise  determined by the
Board of Directors, the fiscal year of the Corporation shall end on the last day
of December of each year.

                  SECTION 2. Seal.  The Board of  Directors  shall have power to
adopt and alter the seal of the Corporation.

                  SECTION  3.  Execution  of  Instruments.  All  deeds,  leases,
transfers,  contracts,  bonds, notes and other obligations to be entered into by
the  Corporation  in the  ordinary  course  of its  business  without  Board  of
Directors action may be executed on behalf of the Corporation by the Chairman of
the Board, a Co-Chief Executive Officer,  the Chief Operating Officer, the Chief
Financial Officer, any Vice President or any other officer, employee or agent of
the Corporation as the Board of Directors may authorize.

                  SECTION 4. Voting of Securities.  Unless otherwise  ordered by
the Board of Directors, the Chairman of the Board, a Co-Chief Executive Officer,
the Chief Operating Officer,  the Chief Financial Officer and any Vice President
each shall have full power and authority on behalf of the  Corporation to attend
and to vote at any meeting of stockholders of any corporation or other entity in
which this Corporation may hold stock or an ownership interest, and may exercise
on behalf of this  Corporation  any and all of the rights and powers incident to
the ownership of such stock or ownership  interest at any such meeting and shall
have power and authority to execute and deliver proxies, waivers and consents on
behalf of the  Corporation in connection with the exercise by the Corporation of
the rights and  powers  incident  to the  ownership  of such stock or  ownership
interest. The Board of Directors, from time to time, may confer like powers upon
any other person or persons.

                  SECTION 5. Resident Agent.  The Board of Directors may appoint
a  resident  agent  upon whom  legal  process  may be  served  in any  action or
proceeding against the Corporation.

                  SECTION 6. Corporate Records.  The original or attested copies
of the  Articles of  Incorporation,  By-Laws and records of all  meetings of the
incorporators,  stockholders and the Board of Directors (and committees thereof)
and the stock transfer books, which shall contain the names of all stockholders,
their record addresses and the amount of stock held by each, may be kept outside
the State of Utah and shall be kept at the principal  office of the Corporation,
at

                                      -10-

<PAGE>

the office of its counsel or at an office of its transfer agent or at such other
place  or  places  as may be  designated  from  time  to time  by the  Board  of
Directors.

                  SECTION 7. Articles of Incorporation.  All references in these
By-Laws  to the  Articles  of  Incorporation  shall  be  deemed  to refer to the
Articles  of  Incorporation  of the  Corporation  as in effect from time to time
(including  all  certificates  and other  instruments  which are filed  with the
Secretary of State of the State of Utah  pursuant to the  provisions of the Utah
Revised  Business  Corporation  Act and which  have the  effect of  amending  or
supplementing in some respect the Articles of Incorporation of the Corporation).

                  SECTION 8.  Amendment of By-Laws.

                  (a)  Amendment by Directors.  Except as provided  otherwise by
law,  these By-Laws may be amended or repealed or new By-Laws (not  inconsistent
with any provision of law or the Articles of Incorporation)  may be adopted,  by
the Board of Directors.

                  (b) Amendment by Stockholders. These By-Laws may be amended or
repealed at any Annual Meeting,  or special  meeting of stockholders  called for
such purpose,  by the affirmative vote of a majority of the total votes eligible
to be cast on such  amendment  or repeal by  holders  of  voting  stock,  voting
together as a single class.

                                      -11-