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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

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owned beneficially or of record by such stockholder, (iv) a description of all
arrangements or understandings between such stockholder and any other person or
persons (including their names) in connection with the proposal of such business
by such stockholder and any material interest of such stockholder in such
business and (v) a representation that such stockholder intends to appear in
person or by proxy at the annual meeting to bring such business before the
meeting.

No business shall be conducted at the annual 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.

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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.

                                  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

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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 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

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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.

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

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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 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 Board of Directors is authorized to fix the
Compensation of directors for services to the Corporation, including determining
specific amounts for attendance at meetings and service on any committee of the
Board.

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.

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                                   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 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 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.

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

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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.

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

<PAGE>


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 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,

<PAGE>


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 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

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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
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

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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 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

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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 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.

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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.

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.

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                                   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.