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                                                                     EXHIBIT 3.2

                         AMENDED AND RESTATED BY-LAWS
                                      OF
                               US ONCOLOGY, INC.
                    (HEREINAFTER CALLED THE "CORPORATION")


                                  ARTICLE I.
                                    OFFICES

  Section 1.  The Corporation will maintain its executive offices at 16825
Northchase Drive, Suite 1300, Houston, Texas 77060, or such other place as
determined by the Board of Directors of the Company.

  Section 2.  The Corporation may have other offices at such places both
within and without the State of Delaware as the Board of Directors may from time
to time determine.


                                  ARTICLE II.
                           MEETINGS OF STOCKHOLDERS

  Section 1.  Place of Meetings.  Meetings of the stockholders for the
election of directors or for any other purpose shall be held at such time and
place, either within or without the State of Delaware, as shall be designated
from time to time by the Board of Directors and stated in the notice of the
meeting or in a duly executed waiver of notice thereof.

  Section 2.  Annual Meetings.  The annual meetings of stockholders shall be
held on such date and at such time as shall be designated from time to time by
the Board of Directors and stated in the notice of the meeting, at which
meetings the stockholders shall elect directors and transact such other business
as may properly be brought before the meeting.  Written notice of each annual
meeting stating the place, date and hour of the meeting shall be given to each
stockholder entitled to vote at such meeting not less than ten (10) nor more
than sixty (60) days before the date of the meeting.

  Section 3.  Special Meetings.  Special meetings of stockholders, for any
purpose or purposes, may be called by the Chairman of the Board or the President
of the Corporation and shall be called by the President or Secretary of the
Corporation at the request of a majority of the Board of Directors.  No
stockholders, individually or collectively, shall have the power to call a
special meeting.  Written notice of a special meeting stating the place, date
and hour of the meeting and the purpose or purposes for which the meeting is
called shall be given 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.

  Section 4.  Quorum.  Except as otherwise provided by law, the Certificate
of Incorporation or these By-laws, the holders of a majority of the capital
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.  If,
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however, such quorum shall not be present or represented at any meeting of the
stockholders, the stockholders entitled to vote thereat, present in person or
represented by proxy, shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally noticed. 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 entitled to vote at the meeting.

  Section 5.  Advance Notice.  No business may be transacted at an annual
meeting of stockholders, other than business that is either (a) specified in the
notice of meeting (or any supplement thereto) given by or at the direction of
the Board of Directors (or any duly authorized committee thereof), (b) otherwise
properly brought before the annual meeting by or at the direction of the Board
of Directors (or any duly authorized committee thereof) or (c) otherwise
properly brought before the annual meeting by any stockholder of the Corporation
(i) who is a stockholder of record on the date of the giving of the notice
provided for in this Section 5 and on the record date for the determination of
stockholders entitled to vote at such annual meeting and (ii) who complies with
the notice procedures set forth in this Section 5.  In addition to any other
applicable requirements, for business to be properly brought before an annual
meeting by a stockholder, such stockholder must have given timely notice thereof
in proper written form to the Secretary of the Corporation.

  To be timely, a stockholder's notice must be delivered to or mailed and
received at the principal executive offices of the Corporation not less than
ninety (90) days nor more than one hundred twenty (120) days prior to the
anniversary date of the immediately preceding annual meeting of stockholders;
provided, however, that in the event that the annual meeting is called for a
date that is not within thirty (30) days before or after such anniversary date,
notice by the stockholder, in order to be timely, must be so received not later
than the close of business on the tenth (10th) day following the day on which
such notice of the date of the annual meeting was mailed or public disclosure
(as defined below) of the date of the annual meeting was made, whichever first
occurs.  In no event shall the public disclosure of an adjournment of an annual
meeting commence a new time period for the giving of a stockholder's notice as
described above.  For purposes of this second paragraph of Section 5, "public
disclosure" shall mean disclosure in a press release reported by the Dow Jones
News Service, Associated Press, PR Newswire, Bloomberg or comparable national
news service or in a document publicly filed by the Corporation with the
Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the
Securities Exchange Act of 1934, as amended.

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

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such business and (v) a representation that such stockholder intends to appear
in person or by proxy at the annual meeting to bring such business before the
meeting.

  No business shall be conducted at the annual meeting of stockholders except
business brought before the annual meeting in accordance with the procedures set
forth in this Section 5; provided, however, that once business has been properly
brought before the annual meeting in accordance with such procedures, nothing in
this Section 5 shall be deemed to preclude discussion by any stockholder of any
such business.  If the chairman of an annual meeting determines that business
was not properly brought before the annual meeting in accordance with the
foregoing procedures, the chairman shall declare that the business was not
properly brought before the meeting and such business shall not be transacted.

  At a special meeting of stockholders, only such business shall be conducted
as shall have been set forth in the notice relating to the meeting.  At any
meeting, matters incident to the conduct of the meeting may be voted upon or
otherwise disposed of as the presiding officer of the meeting shall determine to
be appropriate.

  Section 6.  Voting.  Unless otherwise required by law, the Certificate of
Incorporation or these By-Laws, (i) any question brought before any meeting of
stockholders shall be decided by the vote of the holders of a majority of the
stock represented and entitled to vote thereat, and (ii) each stockholder
represented at a meeting of stockholders shall be entitled to cast one vote for
each share of the capital stock entitled to vote thereat held by such
stockholder.  Such votes may be cast in person or by proxy, but no proxy shall
be voted on or after three (3) years from its date, unless such proxy provides
for a longer period.  The Board of Directors, in its discretion, or the officer
of the Corporation presiding at a meeting of stockholders, in his discretion,
may require that any votes cast at such meeting shall be cast by written ballot.

  Section 7.  List of Stockholders Entitled to Vote.  The officer of the
Corporation 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, 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 of the Corporation who is
present.

  Section 8.  Stock Ledger.  The stock ledger of the Corporation shall be the
only evidence as to who are the stockholders entitled to examine the stock
ledger, the list required by Section 7 of this Article II or the books of the
Corporation, or to vote in person or by proxy at any meeting of stockholders.

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                                 ARTICLE III.
                                   DIRECTORS

  Section 1.  Number and Election of Directors.  The business and affairs of
the Corporation shall be managed by or under the direction of a Board of
Directors.  The number of directors which shall constitute the whole Board of
Directors shall be fixed from time to time exclusively by resolution of the
Board of Directors adopted by the affirmative vote of at least a majority of the
total number of authorized directors most recently fixed by the Board of
Directors.  The directors shall be divided into three classes, designated as
Class I, Class II and Class III.  Each class shall consist, as nearly as may be
possible, of one-third of the total number of directors constituting the entire
Board of Directors.  The term of the initial Class I directors shall terminate
on the date of the Annual Meeting of Stockholders to be held in 2000; the term
of the initial Class II directors shall terminate on the date of the Annual
Meeting of Stockholders to be held in 2001 and the term of the initial Class III
directors shall terminate on the date of the Annual Meeting of Stockholders to
be held in 2002.  At each Annual Meeting of Stockholders following such initial
classification and election, directors elected to succeed those directors whose
terms then expire shall be elected for a term of office to expire at the third
succeeding Annual Meeting of Stockholders after their election.  If the number
of directors is changed, then any increase or decrease in such number shall be
apportioned by the Board of Directors among the classes so as to maintain the
number of directors in each class as nearly as equal as possible.  No reduction
in the authorized number of members of the Board of Directors shall have the
effect of removing any director from office before that director's term of
office expires

  Section 2.  Vacancies.  Vacancies on the Board of Directors and newly
created directorships resulting from an increase in the authorized number of
members of the Board of Directors may be filled only by a majority of the total
members of the Nominating Committee of the Board of Directors.  Each director,
including a director elected to fill a vacancy or a newly created directorship,
shall hold office until the next election of the class of directors to which
such director belongs and until his or her successor is elected and qualified or
until this or her earlier death, resignation or removal from office.  Any
director or the entire Board of Directors may be removed from office at any time
but only for cause and only by the affirmative vote of the holders of at least
sixty-six and two-thirds percent (66 2/3%) of the voting power of all
outstanding shares of capital stock of the Corporation then entitled to vote in
an election of directors of the Corporation voting as a single class. Except as
may otherwise be provided by law, cause for removal shall exist only if the
director whose removal is proposed has been convicted of a felony by a court of
competent jurisdiction and such conviction is no longer subject to direct appeal
or has been adjudged by a court of competent jurisdiction to be liable for
negligence or misconduct in the performance of his duty to the Corporation in a
matter of substantial importance to the corporation, and such adjudication is no
longer subject to direct appeal.

  Section 2A.  Nominations. Nominations of persons for election to the Board
of Directors of the Corporation may be made at a meeting of stockholders of the
Corporation either by or at the direction of the Nominating Committee of the
Board of Directors or by any stockholder of record entitled to vote in the
election of directors at such meeting who has complied with the notice
procedures set forth in this Section 2A.  A stockholder who desires to

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nominate a person for election to the Board of Directors at a meeting of
stockholders of the Corporation and who is eligible to make such nomination must
give timely written notice of the proposed nomination to the Secretary of the
Corporation. To be timely, a stockholder's notice given pursuant to this Section
2A must be received at the principal executive office of the Corporation not
less than one hundred twenty (120) calendar days in advance of the date which is
one year later than the date of the proxy statement of the Corporation released
to stockholders of the Corporation in connection with the previous year's annual
meeting of stockholders of the Corporation; provided, however, that if no annual
meeting of stockholders of the Corporation was held the previous year or if the
date of the forthcoming annual meeting of stockholders has been changed by more
than thirty (30) calendar days from the date contemplated at the time of the
previous year's proxy statement or if the forthcoming meeting is not an annual
meeting of stockholders of the Corporation, then to be timely such stockholder's
notice must be so received not later than the close of business on the tenth day
following the earlier of (a) the day on which notice of the date of the
forthcoming meeting was mailed or given to stockholders by or on behalf of the
corporation or (b) the day on which public disclosure of the date of the
forthcoming meeting was made by or on behalf of the Corporation. Such
stockholder's notice to the secretary of the Corporation shall set forth (a) 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 capital stock of the Corporation which
are then beneficially owned by such person, (iv) any other information relating
to such person that is required by law or regulation to be disclosed in
solicitations of proxies for the election of directors of the Corporation and
(v) such person's written consent to being named as a nominee for election as a
director and to serve as a director if elected and (b) as to the stockholder
giving the notice, (i) the name and address, as they appear in the stock records
of the Corporation, of such stockholder, (ii) the class and number of shares of
capital stock of the Corporation which are then beneficially owned by such
stockholder, (iii) a description of all arrangements or understandings between
such stockholder and each nominee for election as a director and any other
person or persons (naming such person or persons) relating to the nomination
proposed to be made by such stockholder, and (iv) any other information required
by law or regulation to be provided by a stockholder intending to nominate a
person for election as a director of the Corporation. At the request of the
Board of Directors, any person nominated by or at the direction of the Board of
Directors for election as a director of the Corporation shall furnish to the
secretary of the Corporation the information concerning such nominee which is
required to be set forth in a stockholder's notice of a proposed nomination. No
person shall be eligible for election as a director of the Corporation unless
nominated in compliance with the procedures set forth in this Section 2A. The
chairman of a meeting of stockholders of the corporation shall refuse to accept
the nomination of any person not made in compliance with the procedures set
forth in this Section 2A, and such defective nomination shall be disregarded.


  Section 3.  Duties and Powers.  The business of the Corporation shall be
managed by or under the direction of the Board of Directors, which may exercise
all such powers of the Corporation and do all such lawful acts and things as are
not by statute or by the Corporation's Certificate of Incorporation or by these
By-Laws directed or required to be exercised or done by the stockholders.

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  Section 4.  Meetings.  The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or without the State of
Delaware.  Regular meetings of the Board of Directors may be held without notice
at such time and at such place as may from time to time be determined by the
Board of Directors.  Special meetings of the Board of Directors may be called by
the Chief Executive Officer or any two directors.  Notice thereof stating the
place, date and hour of the meeting shall be given to each director either by
mail not less than forty-eight (48) hours before the time of the meeting, by
telephone, electronic facsimile or telegram not less than twenty-four (24) hours
before the time of the meeting, or on such shorter notice as the person or
persons calling such meeting may deem necessary or appropriate in the
circumstances.

  Section 5.  Quorum.  Except as may be otherwise specifically provided by
law, the Corporation's Certificate of Incorporation or these By-Laws, at all
meetings of the Board of Directors, a majority of the entire number of members
of the Board of Directors (including any directorships that are then vacant)
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.  If a quorum shall not be present at
any meeting of the Board of Directors, the directors present thereat may adjourn
the meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.

  Section 6.  Actions of Board.  Unless otherwise provided by the
Corporation's Certificate of Incorporation or these By-Laws, 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 the members of the
Board of Directors or committee, as the case may be, consent thereto in writing,
and the writing or writings are filed with the minutes of proceedings of the
Board of Directors or committee.

  Section 7.  Meetings by Means of Conference Telephone.  Unless otherwise
provided by the Corporation's Certificate of Incorporation or these By-Laws,
members of the Board of Directors of the Corporation, or any committee
designated by the Board of Directors, may participate in a meeting of the Board
of Directors or such committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
Section 7 of this Article III shall constitute presence in person at such
meeting.

  Section 8.  Committees.  The Board of Directors may, by resolution passed
by a majority of the entire Board of Directors, designate one or more
committees, each committee to consist of one or more of the directors of the
Corporation.  The Nominating Committee of the Board of Directors may designate
one or more directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of any such committee.  In the
absence or disqualification of a member of a committee, and in the absence of a
designation by the Board of Directors of an alternate member to replace the
absent or disqualified member, the member or members thereof present at any
meeting and not disqualified from voting, whether or not he or they constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in the place of any absent or disqualified member.  Any

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committee, to the extent allowed by law and provided in the resolution
establishing such committee, 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. Each committee shall keep regular minutes and report
to the Board of Directors when required.

  Section 9.  Compensation.  The directors may be paid their expenses, if
any, of attendance at each meeting of the Board of Directors and may be paid a
fixed sum for attendance at each meeting of the Board of Directors or a stated
salary as director.  No such payment shall preclude any director from serving
the Corporation in any other capacity and receiving compensation therefor.
Members of special or standing committees may be allowed like compensation for
attending committee meetings.

  Section 10.  Interested Directors.  No contract or transaction between the
Corporation and one or more of its directors or officers, or between the
Corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because his or their votes are
counted for such purpose if (i) the material facts as to his or their
relationship or interest and as to the contract or transaction are disclosed or
are known to the Board of Directors or the committee, and the Board of Directors
or committee in good faith authorizes the contract or transaction by the
affirmative votes of a majority of the disinterested directors, even though the
disinterested directors be less than a quorum; or (ii) the material facts as to
his or their relationship or interest and as to the contract or transaction are
disclosed or are known to the stockholders entitled to vote thereon, and the
contract or transaction is specifically approved in good faith by vote of the
stockholders; or (iii) the contract or transaction is fair as to the Corporation
as of the time it is authorized, approved or ratified, by the Board of
Directors, a committee thereof or the stockholders.  Common or interested
directors may be counted in determining the presence of a quorum at a meeting of
the Board of Directors or of a committee which authorizes the contract or
transaction.


                                  ARTICLE IV.
                                   OFFICERS

  Section 1.  General.  The offices of the Corporation shall be chosen by the
Board of Directors and shall be a Chief Executive Officer, a President, a Vice
President and a Secretary.  The Board of Directors, in its discretion, may also
choose a Chairman of the Board, a Treasurer and one or more Vice Presidents,
Assistant Secretaries, Assistant Treasurers and other officers.  Any number of
offices may be held by the same person, unless otherwise prohibited by law, the
Corporation's Certificate of Incorporation or these By-Laws.  The officers of
the Corporation need not be stockholders of the Corporation nor need such
officers be directors of the Corporation.

  Section 2.  Election.  The Board of Directors at its first meeting held
after each annual meeting of stockholders shall elect the officers of the
Corporation, who shall hold their offices

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for such terms and shall exercise such powers and perform such duties as shall
be determined from time to time by the Board of Directors; and all officers of
the Corporation shall hold office until their successors are chosen and
qualified, or until their earlier death, resignation or removal. Any officer
elected by the Board of Directors may be removed at any time by the affirmative
vote of a majority of the Board of Directors. Any vacancy occurring in any
office of the Corporation shall be filled by the Board of Directors. The
salaries and other compensation of all officers of the Corporation shall be
fixed by the Board of Directors, or a committee thereof.

  Section 3.  Voting Securities Owned by the Corporation.  Powers of
attorney, proxies, waivers of notice of meeting, consents and other instruments
relating to securities owned by the Corporation may be executed in the name of
and on behalf of the Corporation by the Chief Executive Officer, President or
any Vice President and any such officer may, in the name of and on behalf of the
Corporation, take all such action as any such officer may deem advisable to vote
in person or by proxy at any meeting of security holders of any corporation in
which the Corporation may own securities and at any such meeting shall possess
and may exercise any and all rights and powers incident to the ownership of such
securities and which, as the owner thereof, the Corporation might have exercised
and possessed if present.  The Board of Directors may, by resolution, from time
to time confer like powers upon any other person or persons.

  Section 4.  Chairman of the Board.  The Chairman of the Board, if there is
one, shall preside at all meetings of the Board of Directors and shall perform
such other duties, if any, as may be specified by the Board from time to time.

  Section 5.  Chief Executive Officer.  The Chief Executive Officer of the
Corporation shall be the chief executive officer of the Corporation, shall have
general direction of the business and affairs of the Corporation and general
supervision over its several officers, subject, however, to the control of the
Board of Directors, and shall see that all orders and resolutions of the Board
of Directors are carried into effect.  The Chief Executive Officer may sign,
with the Secretary or Assistant Secretary, certificates representing shares of
stock of the Corporation.  The Chief Executive Officer shall perform all duties
incident to the office of the Chief Executive Officer and such other duties as
from time to time may be assigned to him by the Board of Directors or as
prescribed by these Bylaws.

  Section 6.  President.  The President shall in the absence of the Chief
Executive Officer perform the duties and exercise the power of the Chief
Executive Officer and shall perform such other duties and have such other powers
as the Board of Directors or the Chief Executive Officer may from time to time
prescribe.  The President may sign, with the Secretary or Assistant Secretary,
certificates representing shares of stock of the Corporation.

  Section 7.  Chief Operating Officer.  The Chief Operating Officer shall be
the chief operating officer and shall have such other powers as the Board of
Directors or the Chief Executive Officer may from time to time prescribe.  In
the absence of the Chief Executive Officer and President, the Chief Operating
Officer shall have the duties and exercise the powers of the Chief Executive
Officer.

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  Section 8.  Chief Financial Officer.  The Chief Financial Officer of the
Corporation shall be the chief financial officer of the Corporation.  The Chief
Financial Officer shall perform such other duties and have such other powers as
the Board of Directors or the Chief Executive Officer may from time to time
prescribe.

  Section 9.  Vice Presidents.  The Vice Presidents shall perform such duties
and have such authority as may be specified in these Bylaws or by the Board of
Directors or the Chief Executive Officer.

  Section 10.  Secretary.  The Secretary shall give, or cause to be given,
notice of all meetings of the stockholders and special meetings of the Board of
Directors, and shall perform such other duties as may be prescribed by the Board
of Directors or the Chief Executive Officer.

  Section 11.  Assistant Secretaries.  The Assistant Secretary or Secretaries
shall, in the absence or disability of the Secretary, perform the duties and
exercise the authority of the Secretary and shall perform such other duties and
have such other authority as the Board of Directors or the Chief Executive
Officer may from time to time prescribe.

  Section 12.  Treasurer.  The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all monies and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the Board of
Directors.  He shall disburse the funds of the Corporation as may be ordered by
the Board of Directors or the Chief Executive Officer or the Chief Financial
Officer, taking proper vouchers for such disbursements, and shall render to the
Board of Directors when the Board so requires, an account of all his
transactions as Treasurer and of the financial condition of the Corporation.

  Section 13.  Assistant Treasurers.  The Assistant Treasurer or Treasurers
shall, in the absence or disability of the Treasurer, perform the duties and
exercise the authority of the Treasurer and shall perform such other duties and
have such other authority as the Board of Directors or the Chief Executive
Officer or the Chief Financial Officer may from time to time prescribe.


                                  ARTICLE V.
                                     STOCK

  Section 1.  Form of Certificates.  Every holder of stock in the Corporation
shall be entitled to have a certificate signed, in the name of the Corporation
(i) by the Chief Executive Officer or a Vice President and (ii) by the Secretary
or an Assistant Secretary of the Corporation, certifying the number of shares
owned by such holder of stock in the Corporation.

  Section 2.  Signatures.  Where a certificate is countersigned by (i) a
transfer agent other than the Corporation or its employee, or (ii) a registrar
other than the Corporation or its employee, any other signature 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

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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 date of issue.

  Section 3.  Lost Certificates.  The Board of Directors may direct a new
certificate to be issued in place of any certificate theretofore issued by the
Corporation alleged to have been lost, stolen or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate of stock to be
lost, stolen or destroyed.  When authorizing such issue of a new certificate,
the Board of Directors may, in its discretion and as a condition precedent to
the issuance thereof, require the owner of such lost, stolen or destroyed
certificate, or such owner's legal representative, to advertise the same in such
manner as the Board of Directors shall require and/or to give the Corporation a
bond in such sum as it may direct as indemnity against any claim that may be
made against the Corporation with respect to the certificate alleged to have
been lost, stolen or destroyed.

  Section 4.  Transfers.  Stock of the Corporation shall be transferable in
the manner prescribed by law and in these By--Laws.  Transfers of stock shall be
made on the books of the Corporation only by the person named in the certificate
or by his attorney lawfully constituted in writing and upon the surrender of the
certificate therefor, which shall be canceled before a new certificate shall be
issued.

  Section 5.  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 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) days nor less than ten (10) days
before the date of such meeting, nor more than sixty (60) days prior to any
other action.  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.

  Section 6.  Beneficial Owners.  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, and to hold liable
for calls and assessments a 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 any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
law.


                                 ARTICLE  VI.
                                    NOTICES

  Section 1.  Notices.  Whenever written notice is required by law, the
Corporation's Certificate of Incorporation or these By-Laws, to be given to any
director, member of a committee or stockholder, such notice may be given by
mail, addressed to such director, member

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<PAGE>

of a committee or stockholder, at his address as it appears on the records of
the Corporation, with postage thereon prepaid, and such notice shall be deemed
to be given at the time when the same shall be deposited in the United States
mail. Written notice may also be given personally or by electronic facsimile,
telegram, telex, overnight courier or cable.

  Section 2.  Waivers of Notice.  Whenever any notice is required by law, the
Corporation's Certificate of Incorporation or these By-Laws, to be given to any
director, member of a committee or stockholder, a waiver thereof in writing,
signed by the person or persons entitled to said notice, whether before or after
the time stated therein, shall be deemed equivalent thereto.

                                 ARTICLE VII.
                              GENERAL PROVISIONS

  Section 1.  Dividends.  Dividends upon the capital stock of the
Corporation, subject to the provisions of the Corporation's Certificate of
Incorporation, if any, may be declared by the Board of Directors at any regular
or special meeting, and may be paid in cash, in property, or in shares of the
capital stock.  Before payment of any dividend, there may be set aside out of
any funds of the Corporation available for dividends such sum or sums as the
Board of Directors from time to time, in its absolute discretion, deems proper
as a reserve or reserves to meet contingencies, or for equalizing dividends, or
for repairing or maintaining any property of the Corporation, or for any proper
purpose, and the Board of Directors may modify or abolish any such reserve.

  Section 2.  Disbursements.  All checks or demands for money and notes of
the Corporation shall be signed by such officer or officers or such other person
or persons as the Board of Directors may from time to time designate.

  Section 3.  Fiscal Year.  The fiscal year of the Corporation shall be fixed
by resolution of the Board of Directors.

  Section 4.  Corporate Seal.  The corporate seal, if any, shall be in such
form as the Board of Directors may prescribe.


                                 ARTICLE VIII.
                                INDEMNIFICATION

  Section 1.  Power to Indemnify in Actions, Suits or Proceedings Other than
Those by or in the Right of the Corporation.  Subject to Section 3 of this
Article VIII, 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 such person is or was a director or officer 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, employee benefit plan or other enterprise, against expenses
(including

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<PAGE>

attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding if such person acted in good faith and in a manner such person
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 such person's 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 such 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 interests of
the Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

  Section 2.  Power to Indemnify in Actions, Suits or Proceedings by or in
the Right of the Corporation.  Subject to Section 3 of this Article VIII, 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 or officer 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,
employee benefit plan or other enterprise against expenses (including attorneys'
fees) actually and reasonably incurred by such person in connection with the
defense or settlement of such action or suit if such person acted in good faith
and in a manner such 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
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.

  Section 3.  Authorization of Indemnification.  Any indemnification under
this Article VIII (unless ordered by a court) shall be made by the Corporation
only as authorized in the specific case upon a determination that
indemnification of the director or officer is proper in the circumstances
because such person has met the applicable standard of conduct set forth in
Section 1 or Section 2 of this Article VIII, as the case may be.  Such
determination shall be made (i) by the Board of Directors by a majority vote of
the directors who were not parties to such action, suit or proceeding, even
though less than a quorum, or (ii) if there are no such directors, or if such
directors so direct, by independent legal counsel in a written opinion or (iii)
by the stockholders.  To the extent, however, that a director or officer of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding described above, 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 him in connection
therewith, without the necessity of authorization in the specific case.

  Section 4.  Definitions.  For purposes of any determination under Section 3
of this Article VIII, a person shall be deemed to have acted in good faith and
in a manner such person reasonably believed to be in or not opposed to the best
interests of the Corporation, or, with respect to any criminal action or
proceeding, to have had no reasonable cause to believe such

                                       12
<PAGE>

person's conduct was unlawful, if such person's action is based on the records
or books of account of the Corporation or another enterprise, or on information
supplied to such person by the officers of the Corporation or another enterprise
in the course of their duties, or on the advice of legal counsel for the
Corporation or another enterprise or on information or records given or reports
made to the Corporation or another enterprise by an independent certified public
accountant or by an appraiser or other expert selected with reasonable care by
the Corporation or another enterprise. The term "another enterprise" as used in
this Section 4 of this Article VIII shall mean any other corporation or any
partnership, joint venture, trust, employee benefit plan or other enterprise of
which such person is or was serving at the request of the Corporation as a
director, officer, employee or agent. The provisions of this Section 4 of this
Article VIII shall not be deemed to be exclusive or to limit in any way the
circumstances in which a person may be deemed to have met the applicable
standard of conduct set forth in Section 1 or Section 2 of this Article VIII, as
the case may be.

  Section 5.  Indemnification by a Court.  Notwithstanding any contrary
determination in the specific case under Section 3 of this Article VIII, and
notwithstanding the absence of any determination thereunder, any director or
officer may apply to any court of competent jurisdiction in the State of
Delaware for indemnification to the extent otherwise permissible under Sections
1 and 2 of this Article VIII.  The basis of such indemnification by a court
shall be a determination by such court that indemnification of the director or
officer is proper in the circumstances because such person has met the
applicable standards of conduct set forth in Section 1 or Section 2 of this
Article VIII, as the case may be.  Neither a contrary determination in the
specific case under Section 3 of this Article VIII nor the absence of any
determination thereunder shall be a defense to such application or create a
presumption that the director or officer seeking indemnification has not met any
applicable standard of conduct.  Notice of any application for indemnification
pursuant to this Section 5 of this Article VIII shall be given to the
Corporation promptly upon the filing of such application.  If successful, in
whole or in part, the director or officer seeking indemnification shall also be
entitled to be paid the expense of prosecuting such application.

  Section 6.  Expenses Payable in Advance.  Expenses (including attorneys'
fees) incurred by a director or officer in defending any threatened or pending
civil, criminal, administrative or investigative action, suit or proceeding may
be required by the Board of Directors to be paid by the Corporation in advance
of the final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the Corporation as authorized in this Article VIII.

  Section 7.  Nonexclusivity of Indemnification and Advancement of Expenses.
The indemnification and advancement of expenses provided by or granted pursuant
to this Article VIII 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, contract, vote of stockholders or disinterested directors
or pursuant to the direction (howsoever embodied) of any court of competent
jurisdiction or otherwise, both as to action in a person's official capacity and
as to action in another capacity while holding such office, it being the policy
of the Corporation that indemnification of the persons specified in Sections 1
and 2 of this Article VIII shall be

                                       13
<PAGE>

made to the fullest extent permitted by law. The provisions of this Article VIII
shall not be deemed to preclude the indemnification of any person who is not
specified in Section 1 or Section 2 of this Article VIII but whom the
Corporation has the power or obligation to indemnify under the provisions of the
General Corporation Law of the State of Delaware, or otherwise.

  Section 8.  Insurance.  The Corporation may purchase and maintain insurance
on behalf of any person who is or was a director or officer 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,
employee benefit plan or other enterprise against any liability asserted against
such person and incurred by him in any such capacity, or arising out of such
person's status as such, whether or not the Corporation would have the power or
the obligation to indemnify such person against such liability under the
provisions of this Article VIII.

  Section 9.  Certain Definitions.  For purposes of this Article VIII,
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 and officers, so that any person who is or was a director or officer
of such constituent corporation, or is or was a director or officer of such
constituent corporation serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise, shall stand in
the same position under the provisions of this Article VIII with respect to the
resulting or surviving corporation as such indemnification relates to such
person's acts while serving in any of the foregoing capacities of such
constituent corporation, as such person would have with respect to such
constituent corporation if its separate existence had continued.  For purposes
of this Article VIII, 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 or officer of the Corporation which imposes duties on, or involves
services by, such director or officer with respect to an employee benefit plan,
its participants or beneficiaries; and a person who acted in good faith and in a
manner such person 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 VIII.

  Section 10.  Survival of Indemnification and Advancement of Expenses.  The
indemnification and advancement of expenses provided by, or granted pursuant to,
this Article VIII shall, unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a director or officer and shall
inure to the benefit of the heirs, executors and administrators of such a
person.

  Section 11.  Limitation on Indemnification.  Notwithstanding anything
contained in this Article VIII to the contrary, except for proceedings to
enforce rights to indemnification (which shall be governed by Section 5 of this
Article VIII), the Corporation shall not be obligated to indemnify any director
or officer in connection with a proceeding (or part thereof) initiated by such
person unless such proceeding (or part thereof) was authorized or consented to
by the Board of Directors of the Corporation.

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<PAGE>

  Section 12.  Indemnification of Employees and Agents.  The Corporation may,
to the extent authorized from time to time by the Board of Directors, provide
rights to indemnification and to the advancement of expenses to employees and
agents of the Corporation similar to those conferred in this Article VIII to
directors and officers of the Corporation.


                                 ARTICLE IX.
                                 AMENDMENTS
                                 ----------

  Section  1.  Amendments.  These Bylaws may be altered, amended or repealed,
and new Bylaws may be adopted, in any manner not inconsistent or in conflict
with the Certificate of Incorporation or applicable law, by the stockholders or
by the Board of Directors at any regular meeting of the stockholders or of the
Board of Directors or at any special meeting of the stockholders or of the Board
of Directors if notice of such alteration, amendment, repeal or adoption of new
Bylaws be contained in the notice of such special meeting.

  Section  2.  Restrictions.  Notwithstanding anything to the contrary, no
amendment to these By-laws shall amend, alter, change or repeal any of the
provisions of this Section 2 or Section 1, 2 or 2A of Article III of these By-
Laws, unless such amendment, alteration, change or repeal shall receive the
affirmative vote of the holders of not less than two-thirds of all shares of
stock of the Corporation entitled to vote at a meeting of stockholders, voting
together as a single class.

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<PAGE>

                       AMENDMENT DATED MARCH 22, 2001 TO
                          AMENDED AND RESTATED BYLAWS
                              DATED JUNE 15, 1999

          Article IV, Section 1 is amended to insert the words "a Vice Chairman"
     following "Chairman of the Board."

          A new Section 4A is added to Article IV, which shall read in its
     entirety:

               Section 4A.  Vice Chairman.  The Vice Chairman, if there is one,
          shall in the absence of the Chairman of the Board perform the duties
          and exercise the power of the Chairman and shall perform such other
          duties and have such other powers as the Board of Directors or the
          Chairman may from time to time prescribe.

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