<PAGE>
                                                                     Exhibit 3.2

                             AMENDED AND RESTATED

                                    BY-LAWS

                                      OF

                            DADE INTERNATIONAL INC.

                            A Delaware Corporation


                                   ARTICLE I

                                    OFFICES

     Section 1. Registered Office. The registered office of the corporation in
the State of Delaware shall be located at 1209 Orange Street, Corporation Trust
Center, in the City of Delaware, County of New Castle 19801. The name of the
corporation's registered agent at such address shall be The Corporation Trust
Company. The registered office and/or registered agent of the corporation may be
changed from time to time by action of the board of directors.

     Section 2. Other Offices. The corporation may also have offices at such
other places, both within and without the State of Delaware, as the board of
directors may from time to time determine or the business of the corporation may
require.

                                  ARTICLE II

                           MEETINGS OF STOCKHOLDERS

     Section 1. Place and Time of Meetings. An annual meeting of the
stockholders shall be held on the first Wednesday of March each year if not a
legal holiday and if a legal holiday, then on the next secular day following, at
10:00 A.M., or at such other date and time as shall be designated from time to
time by the board of directors.

     Section 2. Special Meetings. Special meetings of stockholders may be called
for any purpose and may be held at such time and place, within or without the
State of Delaware, as shall be stated in a notice of meeting or in a duly
executed waiver of notice thereof.


<PAGE>
     Section 3. Place of Meetings. The board of directors may designate any
place, either within or without the State of Delaware, as the place of meeting
for any annual meeting or for any special meeting called by the board of
directors. If no designation is made, or if a special meeting be otherwise
called, the place of meeting shall be the principal executive office of the
corporation.

     Section 4. Notice. Whenever stockholders are required or permitted to take
action at a meeting, written or printed notice stating the place, date, time,
and, in the case of special meetings, the purpose or purposes, of such meeting,
shall be given to each stockholder entitled to vote at such meeting.

     Section 5. Stockholders List. The officer having charge of the stock ledger
of the corporation shall make, at least 10 days before every meeting of the
stockholders, a complete list of the stockholders entitled to vote at such
meeting arranged in alphabetical order, showing the address of each stockholder
and the number of shares registered in the name of each stockholder. Such list
shall be open to the examination of any stockholder, for any purpose germane to
the meeting, during ordinary business hours, for a period of at least 10 days
prior to the meeting, either at a place within the city where the meeting is to
be held, which place shall be specified in the notice of the meeting or, if not
so specified, at the place where the meeting is to be held. The list shall also
be produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present.

     Section 6. Quorum. The holders of a majority of the outstanding shares of
capital stock, present in person or represented by proxy, shall constitute a
quorum at all meetings of the stockholders, except as otherwise provided by
statute or by the certificate of incorporation. If a quorum is not present, the
holders of a majority of the shares present in person or represented by proxy at
the meeting, and entitled to vote at the meeting, may adjourn the meeting to
another time and/or place.

     Section 7. Adjourned Meetings. When a meeting is adjourned to another time
and place, notice need not be given of the adjourned meeting if the time and
place thereof are announced at the meeting at which the adjournment is taken. At
the adjourned meeting the corporation may transact any business which might have
been transacted at the original meeting. If the adjournment is for more than
thirty days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.


                                      -2-

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     Section 8. Vote Required. When a quorum is present, the affirmative vote of
the majority of shares present in person or represented by proxy at the meeting
and entitled to vote on the subject matter shall be the act of the stockholders,
unless the question is one upon which by express provisions of an applicable law
or of the certificate of incorporation a different vote is required, in which
case such express provision shall govern and control the decision of such
question.

     Section 9. Voting Rights. Except as otherwise provided by the General
Corporation Law of the State of Delaware or by the certificate of incorporation
of the corporation or any amendments thereto and subject to Section 3 of Article
VI hereof, every stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of common stock held
by such stockholder.

     Section 10. Proxies. Each stockholder entitled to vote at a meeting of
stockholders or to express consent or dissent to corporate action in writing
without a meeting may authorize another person or persons to act for him or her
by proxy, but no such proxy shall be voted or acted upon after three years from
its date, unless the proxy provides for a longer period.

     Section 11. Action by Written Consent. Unless otherwise provided in the
certificate of incorporation, any action required to be taken at any annual or
special meeting of stockholders of the corporation, or any action which may be
taken at any annual or special meeting of such stockholders, may be taken
without a meeting, without prior notice and without a vote, if a consent or
consents in writing, setting forth the action so taken and bearing the dates of
signature of the stockholders who signed the consent or consents, shall be
signed by the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted and
shall be delivered to the corporation by delivery to its registered office in
the state of Delaware, or the corporation's principal place of business, or an
officer or agent of the corporation having custody of the book or books in which
proceedings of meetings of the stockholders are recorded. Delivery made to the
corporation's registered office shall be by hand or by certified or registered
mail, return receipt requested. All consents properly delivered in accordance
with this section shall be deemed to be recorded when so delivered. No written
consent shall be effective to take the corporate action referred to therein
unless, within sixty days of the earliest dated consent delivered to the
corporation as required by this section, written consents signed by the holders
of a sufficient number of shares to take such corporate action are so recorded.
Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to those stockholders who have not
consented in writing.

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Any action taken pursuant to such written consent or consents of the 
stockholders shall have the same force and effect as if taken by the 
stockholders at a meeting thereof.

                                  ARTICLE III
                                  -----------

                                   DIRECTORS
                                   ---------

     Section 1. General Powers. The business and affairs of the corporation 
shall be managed by or under the direction of the board of directors.

     Section 2. Number, Election and Term of Office. The number of directors
shall be established from time to time by resolution of the board. There shall
be an elected position entitled Chairman of the Board of Directors. The
directors shall be elected by a plurality of the votes of the shares present in
person or represented by proxy at the meeting and entitled to vote in the
election of directors. The directors shall be elected in this manner at the
annual meeting of the stockholders, except as provided in Section 4 of this
Article III. Each director elected shall hold office until a successor is duly
elected and qualified or until his or her earlier death, resignation or removal
as hereinafter provided.

     Section 3. Removal and Resignation. Any director or the entire board of
directors may be removed at any time, with or without cause, by the holders of
a majority of the shares then entitled to vote at an election of directors.
Whenever the holders of any class or series are entitled to elect one or more 
directors by the provisions of the corporation's certificate of incorporation, 
the provisions of this section shall apply, in respect to the removal without 
cause of a director or directors so elected, to the vote of the holders of the 
outstanding shares of that class or series and not to the vote of the 
outstanding shares as a whole.  Any director may resign at any time upon written
notice to the corporation.

     Section 4. Vacancies. Vacancies and newly created directorships resulting 
from any increase in the authorized number of directors may be filled by a 
majority of the directors then in office, though less than a quorum, or by a 
sole remaining director.  Each director so chosen shall hold office until a 
successor is duly elected and qualified or until his or her earlier death, 
resignation or removal as herein provided.

     Section 5. Annual Meetings.  The annual meeting of each newly elected board
of directors shall be held without other notice than this by-law immediately 
after, and at the same place as, the annual meeting of stockholders.


                                      -4-
 
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     Section 6.  Other Meetings and Notice.  Regular meetings, other than the 
annual meeting, of the board of directors may be held without notice at such 
time and at such place as shall from time to time be determined by resolution of
the board. Special meetings of the board of directors may be called by or at the
request of the president on at least 24 hours notice to each director, either 
personally, by telephone, by mail, or by telegraph.

     Section 7.  Quorum, Required Vote and Adjournment. A majority of the total 
number of directors shall constitute a quorum for the transaction of business. 
The vote of a majority of directors present at a meeting at which a quorum is 
present 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 8.  Committees.  The board of directors may, by resolution passed 
by a majority of the whole board, designate one or more committees, each 
committee to consist of one or more of the directors of the corporation, which 
to the extent provided in such resolution or these by-laws shall have and may 
exercise the powers of the board of directors in the management and affairs of 
the corporation except as otherwise limited by law. 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 the committee. Such
committee or committees shall have such name or names as may be determined from 
time to time by resolution adopted by the board of directors. Each committee 
shall keep regular minutes of its meetings and report the same to the board of 
directors when required.

     Section 9.  Committee Rules.  Each committee of the board of directors may 
fix its own rules of procedure and shall hold its meetings as provided by such 
rules, except as may otherwise be provided by a resolution of the board of 
directors designating such committee. In the event that a member and that 
member's alternate, if alternates are designated by the board of directors as
provided in Section 8 of this Article III, of such committee is or are absent or
disqualified, the member or members thereof present at any meeting and not
disqualified from voting, whether or not such member or members constitute a
quorum, may unanimously appoint another member of the board of directors to act
at the meeting in place of any such absent or disqualified member.

     Section 10. Communications Equipment.  Members of the board of directors or
any committee thereof may participate in and act at any meeting of such board or
committee through the use of a conference telephone or other communications 
equipment by means of which all persons participating in the

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meeting can hear each other, and participation in the meeting pursuant to this 
section shall constitute presence in person at the meeting.

     Section 11.  Waiver of Notice and Presumption of Assent. Any member of the 
board of directors or any committee thereof who is present at a meeting shall be
conclusively presumed to have waived notice of such meeting except when such 
member attends for the express purpose of objecting at the beginning of the 
meeting to the transaction of any business because the meeting is not lawfully 
called or convened. Such member shall be conclusively presumed to have assented 
to any action taken unless his or her dissent shall be entered in the minutes of
the meeting or unless his or her written dissent to such action shall be filed 
with the person acting as the secretary of the meeting before the adjournment 
thereof or shall be forward by registered mail to the secretary of the 
corporation immediately after the adjournment of the meeting. Such right to 
dissent shall not apply to any member who voted in favor of such action.

     Section 12.  Action by Written Consent.  Unless otherwise restricted by the
certificate of incorporation, any action required or permitted to be taken at 
any meeting of the board of directors, or of any committee thereof, may be taken
without a meeting if all members of the board or committee, as the case may be, 
consent thereto in writing, and the writing or writings are filed with the 
minutes of proceedings of the board or committee.

                                      -6-
<PAGE>
 
                                  ARTICLE IV
                                  ----------

                                   OFFICERS
                                   --------

     Section 1. Number. The officers of the corporation shall be elected by the 
board of directors and shall consist of a chief executive officer, president, 
any number of vice presidents, a secretary, any number of assistant secretaries 
and such other officers and assistant officers as may be deemed necessary or 
desirable by the board of directors. Any number of offices may be held by the
same person. In its discretion, the board of directors may choose not to fill
any office for any period as it may deem advisable, except that the offices of
president and secretary shall be filled as expeditiously as possible.

     Section 2. Election and Term of Office. The officers of the corporation 
shall be elected annually by the board of directors at its first meeting held 
after each annual meeting of stockholders or as soon thereafter as conveniently 
may be. Vacancies may be filled or new offices created and filled at any meeting
of the board of directors.  Each officer shall hold office until a successor is 
duly elected and qualified or until his or her earlier death, resignation or 
removal as hereinafter provided.

     Section 3. Removal. Any officer or agent elected by the board of directors 
may be removed by the board of directors whenever in its judgment the best 
interests of the corporation would be served thereby, but such removal shall be 
without prejudice to the contract rights, if any, of the person so removed.

     Section 4. Vacancies. Any vacancy occurring in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the board
of directors for the unexpired portion of the term by the board of directors
then in office.

     Section 5. Compensation. Compensation of all officers shall be fixed by the
board of directors, and no officer shall be prevented from receiving such 
compensation by virtue of his or her also being a director of the corporation.

     Section 6. Chief Executive Officer. The chief executive officer of the
corporation, subject to the powers of the board of directors, shall have general
and active management of the business of the corporation; and shall see that all
orders and resolutions of the board of directors are carried into effect. The
chief executive officer shall have such other powers and perform such other
duties as may be prescribed by the chairman of the board, the chief executive
officer or the board of directors or as may be provided in these by-laws.

                                      -7-
  
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     Section 7. President. The president shall be the chief executive officer of
the corporation; shall preside at all meetings of the stockholders and board of
directors at which he or she is present; subject to the powers of the board of
directors, shall have general charge of the business, affairs and property of
the corporation, and control over its officers, agents and employees; and shall
see that all orders and resolutions of the board of directors are carried into
effect. The president shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the board of
directors to some other officer or agent of the corporation. The president shall
have such other powers and perform such other duties as may be prescribed by the
board of directors, the chief executive officer or as may be provided in these
by-laws.

     Section 8. Vice-presidents. The vice-president, or if there shall be more
than one, the vice-presidents in the order determined by the board of directors
shall, in the absence or disability of the president, act with all of the powers
and be subject to all the restrictions of the president. The vice-presidents
shall also perform such other duties and have such other powers as the board of
directors, the chief executive officer, the president or these-by-laws may, from
time to time, prescribe.

      Section 9. The Secretary and Assistant Secretaries. The secretary shall 
attend all meetings of the board of directors, all meetings of the committees 
thereof and all meetings of the stockholders and record all the proceedings of 
the meetings in a book or books to be kept for that purpose. Under the 
president's supervision, the secretary shall give, or cause to be given, all 
notices required to be given by these by-laws or by law; shall have such powers 
and perform such duties as the board of directors, the president or these 
by-laws may, from time to time, prescribe; and shall have custody of the 
corporate seal of the corporation. The secretary, or an assistant secretary, 
shall have authority to affix the corporate seal to any instrument requiring it 
and when so affixed, it may be attested by his or her signature or by the 
signature of such assistant secretary. The board of directors may give general 
authority to any other officer to affix the seal of the corporation and to 
attest the affixing by his or her signature. The assistant secretary, or if 
there be more than one, the assistant secretaries in the order determined by the
board of directors, shall, in the absence or disability of the secretary, 
perform the duties and exercise the powers of the secretary and shall perform 
such other duties and have such other powers as the board of directors, the 
chief executive officer or the president may, from time to time, prescribe.

                                      -8-







































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     Section 10.  The Treasurer and Assistant Treasurer. The treasurer shall
have the custody of the corporate funds and securities; shall keep full and
accurate accounts of receipts and disbursements in books belonging to the
corporation; shall deposit all monies and other valuable effects in the name and
to the credit of the corporation as may be ordered by the board of directors;
shall cause the funds of the corporation to be disbursed when such disbursements
have been duly authorized, taking proper vouchers for such disbursements; and
shall render to the president and the board of directors, at its regular meeting
or when the board of directors so requires, an account of the corporation; shall
have such powers and perform such duties as the board of directors, the
president or these by-laws may, from time to time, prescribe. If required by the
board of directors, the treasurer shall give the corporation a bond (which shall
be rendered every six years) in such sums and with such surety or sureties as
shall be satisfactory to the board of directors for the faithful performance of
the duties of the office of the treasurer and for the restoration to the
corporation, in case of death, resignation, retirement, or removal from office,
of all books, papers, vouchers, money, and other property of whatever kind in
the possession or under the control of the treasurer belonging to the
corporation. The assistant treasurer, or if there shall be more than one, the
assistant treasurers in the order determined by the board of directors, shall in
the absence or disability of the treasurer, perform the duties and exercise the
powers of the treasurer. The assistant treasurers shall perform such other
duties and have such other powers as the board of directors, the chief executive
officer or the president may, from time to time, prescribe. 

     Section 11. Other Officers, Assistant Officers and Agents. Officers,
assistant officers and agents, if any, other than those whose duties are
provided for in these by-laws, shall have such authority and perform such duties
as may from time to time be prescribed by resolution of the board of directors.

     Section 12.  Absence or Disability of Officers.  In the case of the absence
or disability of any officer of the corporation and of any person hereby
authorized to act in such officer's place during such officer's absence or
disability, the board of directors may by resolution delegate the powers and
duties of such officer to any other officer or to any director, or to any other
person whom it may select.

                                      -9-
<PAGE>
 
                                   ARTICLE V
                                   ---------

               INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS
              --------------------------------------------------

     Section 1.  Nature of Indemnity.  Each person who was or is made a party or
is threatened to be made a party to or is involved in any 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 or officer, of the corporation or is or was serving at the request of
the corporation as a director, officer, employee, fiduciary, or agent of another
corporation or of a partnership, joint venture, trust or other enterprise
including service with respect to employee benefit plans, whether the basis of
such proceeding is alleged action in an official capacity as a director,
officer, employee, fiduciary or agent or in any other capacity while serving as
a director, officer, employee, fiduciary or agent, shall be indemnified and held
harmless by the corporation to the fullest extent which it is empowered to do so
by the General Corporation Law of the State of Delaware, as the same exists or
may hereafter be amended against all expense, liability and loss (including
attorneys' fees actually and reasonably incurred by such person in connection
with such proceeding) and such indemnification shall inure to the benefit of his
or her heirs, executors and administrators; provided, however, that, except as
provided in Section 2 hereof, the corporation shall indemnify any such person
seeking indemnification in connection with a proceeding initiated by such person
only if such proceeding was authorized by the board of directors of the
corporation. The right to indemnification conferred in this Article V shall be a
contract right and, subject to Sections 2 and 5 hereof, shall include the right
to be paid by the corporation the expenses incurred in defending any such
proceeding in advance of its final disposition. The corporation may, by action
of its board of directors, provide indemnification to employees and agents of
the corporation with the same scope and effect as the foregoing indemnification
of directors and officers.

     Section 2.  Procedure for Indemnification of Directors and Officers.  Any 
indemnification of a director, officer, employee, fiduciary or agent of the
corporation under Section 1 of this Article V or advance of expenses under
Section 5 of this Article V shall be made promptly, and in any event within 30
days, upon the written request of the director, officer, employee, fiduciary or
agent. If a determination (as defined in the General Corporation Law of the
State of Delaware) by the corporation that the director, officer, employee,
fiduciary or agent is entitled to indemnification pursuant to this Article V is
required, and the corporation fails to respond within sixty days to a written
request for indemnity, the corporation shall be deemed to have approved the
request. If the corporation denies a written request for indemnification or
advancing of expenses, in whole or in part, or if payment in full pursuant to
such request is not made within 30 days, the right to indemnification or
advances as

                                     -10-
<PAGE>
 
granted by this Article V shall be enforceable by the director, officer,
employee, fiduciary or agent in any court of competent jurisdiction. Such
person's costs and expenses incurred in connection with successfully
establishing his or her right to indemnification, in whole or in part, in any
such action shall also be indemnified by the corporation. It shall be a defense
to any such action (other then an action brought to enforce a claim for expenses
incurred in defending any proceeding in advance of its final disposition where
the required undertaking, if any, has been tendered to the corporation) that the
claimant has not met the standards of conduct which make it permissible under
the General Corporation Law of the State of Delaware for the corporation to
indemnify the claimant for the amount claimed, but the burden of such defense
shall be on the corporation. Neither the failure of the corporation (including
its board of directors, independent legal counsel, or its stockholders) to have
made a determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances because he or she
has met the applicable standard of conduct set forth in the General Corporation
Law of the State of Delaware, nor an actual determination by the corporation
(including its board of directors, independent legal counsel, or its
stockholders) that the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that the claimant has
not met the applicable standard of conduct.

     Section 3.  Article Not Exclusive.  The rights to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this Article V shall not be exclusive of any other
right which any person may have or hereafter acquire under any statute,
provision of the certificate of incorporation, by-law, agreement, vote of
stockholders or disinterested directors or otherwise.

     Section 4.  Insurance.  The corporation may purchase and maintain insurance
on its own behalf and on behalf of any person who is or was a director, officer,
employee, fiduciary, or agent of the corporation or was serving at the request
of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against him or her and incurred by him or her in any such
capacity, whether or not the corporation would have the power to indemnify such
person against such liability under this Article V.

     Section 5.  Expenses.  Expenses incurred by any person described in Section
1 of this Article V in defending a proceeding shall be paid by the corporation
in advance of such proceeding's final disposition upon receipt of an undertaking
by or on behalf of the 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 other employees and agents may

                                     -11-
<PAGE>
 
be so paid upon such terms and conditions, if any, as the board of directors 
deems appropriate.

     Section 6.  Employees and Agents.  Persons who are not covered by the
foregoing provisions of this Article V and who are or were employees or agents
of the corporation, or who are or were serving at the request of the corporation
as employees or agents of another corporation, partnership, joint venture, trust
or other enterprise, may be indemnified to the extent authorized at any time or
from time to time by the board of directors.

     Section 7.  Contract Rights.  The provisions of this Article V shall be
deemed to be a contract right between the corporation and each director or
officer who serves in any such capacity at any time while this Article V and the
relevant provisions of the General Corporation Law of the State of Delaware or
other applicable law are in effect, and any repeal or modification of this
Article V or any such law shall not affect any rights or obligations then
existing with respect to any state of facts or proceeding then existing.

     Section 8.  Merger or Consolidation.  For purposes of this Article V,
references to "the corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers, and employees or agents, so that any person who is or was a
director, officer, employee or agent of such constituent corporation, or is or
was serving at the request of such constituent corporation as a director,
officer, employee, fiduciary or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same position under this
Article V with respect to the resulting or surviving corporation as he or she
would have with respect to such constituent corporation if its separate
existence had continued.


                                     -12-

<PAGE>
 
                                  ARTICLE VI

                             CERTIFICATES OF STOCK

     Section 1. Form. Every holder of stock in the corporation shall be entitled
to have a certificate, signed by, or in the name of the corporation by the chief
executive officer, the president, or a vice-president and the secretary or any
assistant secretary of the corporation, certifying the number of shares owned by
such holder in the corporation. If such a certificate is countersigned (1) by a
transfer agent or an assistant transfer agent other than the corporation or its
employee or (2) by a registrar, other than the corporation or its employee, the
signature of the chief executive officer, the president, any vice-president,
secretary, or any assistant secretary may be facsimiles. In case any officer or
officers who have signed, or whose facsimile signature or signatures have been
used on, any such certificate or certificates shall cease to be such officer or
officers of the corporation whether because of death, resignation or otherwise
before such certificates have been delivered by the corporation, such
certificate or certificates may nevertheless be issued and delivered as though
the person or persons who signed such certificate or certificates or whose
facsimile signature or signatures have been used thereon had not ceased to be
such officer or officers of the corporation. All certificates for shares shall
be consecutively numbered or otherwise identified. The name of the person to
whom the shares represented thereby are issued, with the number of shares and
date of issue, shall be entered on the books of the corporation. Shares of stock
of the corporation shall only be transferred on the books of the corporation by
the holder of record thereof or by such holder's attorney duly authorized in
writing, upon surrender to the corporation of the certificate or certificates
for such shares endorsed by the appropriate person or persons, with such
evidence of the authenticity of such endorsement, transfer, authorization, and
other matters as the corporation may reasonably require, and accompanied by all
necessary stock transfer stamps. In that event, it shall be the duty of the
corporation to issue a new certificate to the person entitled thereto, cancel
the old certificate or certificates, and record the transaction on its books.
The board of directors may appoint a bank or trust company organized under the
laws of the United States or any state thereof to act as its transfer agent or
registrar, or both in connection with the transfer of any class or series of
securities of the corporation.

     Section 2. Lost Certificates. The board of directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates previously issued by the corporation alleged to have been lost,
stolen, or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen, or destroyed. When
authorizing such issue of a new certificate or certificates, the board of
directors


                                     -13-

<PAGE>
 

may, in its discretion and as a condition precedent to the issuance thereof,
require the owner of such lost, stolen, or destroyed certificate or
certificates, or his or her legal representative, to give the corporation a bond
sufficient to indemnify the corporation against any claim that may be made
against the corporation on account of the loss, theft or destruction of any such
certificate or the issuance of such new certificate.

     Section 3.  Fixing a Record Date for Stockholder Meetings.  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, 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 not be more than sixty nor less than ten
days before the date of such meeting. If no record date is fixed by the board of
directors, the record date for determining stockholders entitled to notice of or
to vote at a meeting of stockholders shall be the close of business on the next
day preceding the day on which notice is given, or if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held. 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 4.  Fixing a Record Date for Action by Written Consent.  In order 
that the corporation may determine the stockholders entitled to consent to
corporate action in writing without a meeting, the board of directors may fix a
record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the board of directors, and
which date shall not be more than ten days after the date upon which the
resolution fixing the record date is adopted by the board of directors. If no
record date has been fixed by the board of directors, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the board of directors is required by
statute, shall be the first date on which a signed written consent setting forth
the action taken or proposed to be taken is delivered to the corporation by
delivery to its registered office in the State of Delaware, its principal place
of business, or an officer or agent of the corporation having custody of the
book in which proceedings of meetings of stockholders are recorded. Delivery
made to the corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested. If no record date has been fixed by
the board of directors and prior action by the board of directors is required by
statute, the record date for determining stockholders entitled to consent to
corporate action in writing without a meeting shall be at the close of business
on the day on which the board of directors adopts the resolution taking such
prior action.

                                     -14-
<PAGE>
 
      Section 5. Fixing a Record Date for Other Purposes. In order that the
corporation may determine the stockholders entitled to receive payment of any
dividend or other distribution or allotment or any rights or the stockholders
entitled to exercise any rights in respect of any change, conversion or exchange
of stock, or for the purposes 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, and which record date shall be
not more than sixty days prior to such action. If no record date is fixed, the
record date for determining stockholders for any such purpose shall be at the
close of business on the day on which the board of directors adopts the
resolution relating thereto.

     Section 6.  Registered Stockholders.  Prior to the surrender to the
corporation of the certificate or certificates for a share or shares of stock
with a request to record the transfer of such share or shares, the corporation
may treat the registered owner as the person entitled to receive dividends, to
vote, to receive notifications, and otherwise to exercise all the rights and
powers of an owner.

     Section 7. Subscriptions for Stock. Unless otherwise provided for in the
subscription agreement, subscriptions for shares shall be paid in full at such
time, or in such installments and at such times, as shall be determined by the
board of directors. Any call made by the board of directors for payment on
subscriptions shall be uniform as to all shares of the same class or as to all
shares of the same series. In case of default in the payment of any installment
or call when such payment is due, the corporation may proceed to collect the
amount due in the same manner as any debt due the corporation.


                                     -15-
 




















<PAGE>
 
                                  ARTICLE VII
                                  -----------

                              GENERAL PROVISIONS
                              ------------------

     Section 1.  Dividends.  Dividends upon the capital stock of the
corporation, subject to the provisions of the certificate of incorporation, if
any, may be declared by the board of directors at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, in property, or in
shares of the capital stock, subject to the provisions of the certificate of
incorporation. 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
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or any other purpose
and the directors may modify or abolish any such reserve in the manner in which
it was created.

     Section 2.  Checks, Drafts or Orders.  All checks, drafts, or other orders
for the payment of money by or to the corporation and all notes and other
evidences of indebtedness issued in the name of the corporation shall be signed
by such officer or officers, agent or agents of the corporation, and in such
manner, as shall be determined by resolution of the board of directors or a duly
authorized committee thereof.

     Section 3.  Contracts.  The board of directors may authorize any officer or
officers, or any agent or agents, of the corporation to enter into any contract
or to execute and deliver any instrument in the name of and on behalf of the
corporation, and such authority may be general or confined to specific
instances.

     Section 4.  Loans.  The corporation may lend money to, or guarantee any
obligation of, or otherwise assist any officer or other employee of the
corporation or of its subsidiary, including any officer or employee who is a
director of the corporation or its subsidiary, whenever, in the judgment of the
directors, such loan, guaranty or assistance may reasonably be expected to
benefit the corporation. The loan, guaranty or other assistance may be with or
without interest, and may be unsecured, or secured in such manner as the board
of directors shall approve, including, without limitation, a pledge of shares of
stock of the corporation. Nothing in this section contained shall be deemed to
deny, limit or restrict the powers of guaranty or warranty of the corporation at
common law or under any statute.

     Section 5.  Fiscal Year.  The fiscal year of the corporation shall be fixed
by resolution of the board of directors.



                                     -16-
<PAGE>

     Section 6.  Corporate Seal.  The board of directors may provide a corporate
seal which shall be in the form of a circle and shall have inscribed thereon the
name of the corporation and the words "Corporate Seal, Delaware". The seal may
be used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.

     Section 7.  Voting Securities Owned By Corporation.  Voting securities in 
any other corporation held by the corporation shall be voted by the president, 
unless the board of directors specifically confers authority to vote with 
respect thereto, which authority may be general or confined to specific 
instances, upon some other person or officer. Any person authorized to vote 
securities shall have the power to appoint proxies, with general power of 
substitution.

     Section 8.  Inspection of Books and Records.  Any stockholder of record, in
person or by attorney or other agent, shall, upon written demand under oath 
stating the purpose thereof, have the right during the usual hours for business 
to inspect for any proper purpose the corporation's stock ledger, a list of its 
stockholders, and its other books and records, and to make copies or extracts 
therefrom. A proper purpose shall mean any purpose reasonably related to such 
person's interest as a stockholder. In every instance where an attorney or other
agent shall be the person who seeks the right to inspection, the demand under 
oath shall be accompanied by a power of attorney or such other writing which 
authorizes the attorney or other agent to so act on behalf of the stockholder. 
The demand under oath shall be directed to the corporation at its registered 
office in the State of Delaware or at its principal place of business.

     Section 9.  Section Headings.  Section headings in these by-laws are for 
convenience of reference only and shall not be given any substantive effect in 
limiting or otherwise construing any provision herein.

     Section 10.  Inconsistent Provisions.  In the event that any provision of 
these by-laws is or becomes inconsistent with any provision of the certificate 
of incorporation, the General Corporation Law of the State of Delaware or any 
other applicable law, the provision of these by-laws shall not be given any 
effect to the extent of such inconsistency but shall otherwise be given full 
force and effect.

                                     -17-
<PAGE>
 
                                 ARTICLE VIII
                                 ------------

                                  AMENDMENTS
                                  ----------


     These by-laws may be amended, altered, or repealed and new by-laws adopted 
at any meeting of the board of directors by a majority vote. The fact that the 
power to adopt, amend, alter, or repeal the by-laws has been conferred upon the 
board of directors shall not divest the stockholders of the same powers.

                                     -18-