<PAGE>


                                                                     EXHIBIT 3.2

                              AMENDED AND RESTATED

                                     BY-LAWS

                                       OF

                             TRANSWITCH CORPORATION


                             Adopted April 19, 1995

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                                     BY-LAWS

                                TABLE OF CONTENTS

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ARTICLE 1 - Stockholders....................................................  1

      Section 1.1  Place of Meetings........................................  1
      Section 1.2  Annual Meeting...........................................  1
      Section 1.3  Special Meetings.........................................  1
      Section 1.4  Notice of Meetings.......................................  1
      Section 1.5  Voting List..............................................  1
      Section 1.6  Quorum...................................................  2
      Section 1.7  Adjournments.............................................  2
      Section 1.8  Voting and Proxies.......................................  2
      Section 1.9  Action at Meeting .......................................  3
      Section 1.10 Introduction of Business at Meeting......................  3
      Section 1.11 Action without Meeting...................................  5

ARTICLE 2 - Directors.......................................................  6

      Section 2.1  General Powers...........................................  6
      Section 2.2  Number; Election and Qualification.......................  6
      Section 2.3  Terms in Office..........................................  7
      Section 2.4  Tenure...................................................  7
      Section 2.5  Vacancies................................................  7
      Section 2.6  Resignation..............................................  7
      Section 2.7  Regular Meetings.........................................  7
      Section 2.8  Special Meetings.........................................  7
      Section 2.9  Notice of Special Meetings...............................  7
      Section 2.10 Meetings by Telephone Conference Calls...................  7
      Section 2.11 Quorum...................................................  8
      Section 2.12 Action at Meeting........................................  8
      Section 2.13 Action by Written Consent................................  8
      Section 2.14 Removal..................................................  8
      Section 2.15 Committees...............................................  8
      Section 2.16 Compensation of Directors................................  9
      Section 2.17 Amendments to Article....................................  9

ARTICLE 3 - Officers........................................................  9

      Section 3.1  Enumeration..............................................  9
      Section 3.2  Election.................................................  9
      Section 3.3  Qualification............................................  9
      Section 3.4  Tenure...................................................  9
      Section 3.5  Resignation and Removal..................................  9


                                      -(i)-

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                                                                            Page
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      Section 3.6  Vacancies................................................ 10
      Section 3.7  Chairman of the Board and Vice-Chairman of the Board..... 10
      Section 3.8  President................................................ 10
      Section 3.9  Vice Presidents.......................................... 10
      Section 3.10 Secretary and Assistant Secretaries...................... 10
      Section 3.11 Treasurer and Assistant Treasurers....................... 11
      Section 3.12 Salaries................................................. 11
      Section 3.13 Action with Respect to Securities of Other Corporations.. 11

ARTICLE 4 - Capital Stock................................................... 12

      Section 4.1  Issuance of Stock........................................ 12
      Section 4.2  Certificates of Stock.................................... 12
      Section 4.3  Transfers................................................ 12
      Section 4.4  Lost, Stolen or Destroyed Certificates................... 12
      Section 4.5  Record Date.............................................. 12

ARTICLE 5 - General Provisions.............................................. 13

      Section 5.1  Fiscal Year.............................................. 13
      Section 5.2  Corporate Seal........................................... 13
      Section 5.3  Notices.................................................. 13
      Section 5.4  Waiver of Notice......................................... 13
      Section 5.5  Evidence of Authority.................................... 13
      Section 5.6  Facsimile Signatures..................................... 14
      Section 5.7  Reliance upon Books, Reports and Records................. 14
      Section 5.8  Time Periods............................................. 14
      Section 5.9  Certificate of Incorporation............................. 14
      Section 5.10 Transactions with Interested Parties..................... 14
      Section 5.11 Severability............................................. 15
      Section 5.12 Pronouns................................................. 15

ARTICLE 6 - Amendments...................................................... 15

      Section 6.1  By the Board of Directors................................ 15
      Section 6.2  By the Stockholders...................................... 15


                                     -(ii)-

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                              AMENDED AND RESTATED

                                     BY-LAWS

                                       OF

                   TRANSWITCH CORPORATION (THE "CORPORATION")

                            ARTICLE 1 - Stockholders

      1.1 Place of Meetings. All meetings of stockholders shall be held at such
place within or without the State of Delaware as may be designated from time to
time by the Chairman of the Board (if any), the board of directors of the
Corporation (the "Board of Directors") or the President or, if not so
designated, at the registered office of the Corporation.

      1.2 Annual Meeting. The annual meeting of stockholders for the election of
directors and for the transaction of such other business as may properly be
brought before the meeting shall be held on a date to be fixed by the Chairman
of the Board (if any), Board of Directors or the President (which date shall not
be a legal holiday in the place where the meeting is to be held) at the time and
place to be fixed by the Chairman of the Board, the Board of Directors or the
President and stated in the notice of the meeting.

      1.3 Special Meetings. Special meetings of stockholders may be called at
any time by the Chairman of the Board (if any), a majority of the Board of
Directors or the President and shall be held at such place, on such date and at
such time as shall be fixed by the Board of Directors or the person calling the
meeting. Business transacted at any special meeting of stockholders shall be
limited to matters relating to the purpose or purposes stated in the notice of
meeting.

      1.4 Notice of Meetings. Except as otherwise provided by law, written
notice of each meeting of stockholders, whether annual or special, shall be
given not less than 10 nor more than 60 days before the date of the meeting to
each stockholder entitled to vote at such meeting. The notices of all meetings
shall state the place, date and hour of the meeting. The notice of a special
meeting shall state, in addition, the purpose or purposes for which the meeting
is called. If mailed, notice is given when deposited in the United States mail,
postage prepaid, directed to the stockholder at his or her address as it appears
on the records of the Corporation.

      1.5 Voting List. The officer who has charge of the stock ledger of the
Corporation shall prepare, at least 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
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

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                                      -2-


the whole time of the meeting, and may be inspected by any stockholder
who is present. This list shall presumptively determine the identity of the
stockholders entitled to vote at the meeting and the number of shares held by
each of them.

      1.6 Quorum. Except as otherwise provided by law, the Certificate of
Incorporation or these By-Laws, the holders of a majority of the shares of the
capital stock of the Corporation issued and outstanding and entitled to vote at
the meeting, present in person or represented by proxy, shall constitute a
quorum for the transaction of business. Shares held by brokers which such
brokers are prohibited from voting (pursuant to their discretionary authority on
behalf of beneficial owners of such shares who have not submitted a proxy with
respect to such shares) on some or all of the matters before the stockholders,
but which shares would otherwise be entitled to vote at the meeting ("Broker
Non-Votes") shall be counted, for the purpose of determining the presence or
absence of a quorum, both (a) toward the total voting power of the shares of
capital stock of the Corporation and (b) as being represented by proxy. If a
quorum has been established for the purpose of conducting the meeting, a quorum
shall be deemed to be present for the purpose of all votes to be conducted at
such meeting, provided that where a separate vote by a class or classes, or
series thereof, is required, a majority of the voting power of the shares of
such class or classes, or series, present in person or represented by proxy
shall constitute a quorum entitled to take action with respect to that vote on
that matter. If a quorum shall fail to attend any meeting, the chairman of the
meeting or the holders of a majority of the voting power of the shares of stock
entitled to vote who are present, in person or by proxy, may adjourn the meeting
to another place, date, or time.

      1.7 Adjournments. Any meeting of stockholders may be adjourned to any
other time and to any other place at which a meeting of stockholders may be held
under these By-Laws by the stockholders present or represented at the meeting
and entitled to vote, although less than a quorum, or, if no stockholder is
present, by any officer entitled to preside at or to act as Secretary of such
meeting. It shall not be necessary to notify any stockholder of any adjournment
of less than 30 days if the time and place of the adjourned meeting are
announced at the meeting at which adjournment is taken, unless after the
adjournment a new record date is fixed for the adjourned meeting. At the
adjourned meeting, the Corporation may transact any business which might have
been transacted at the original meeting.

      1.8 Voting and Proxies. At any meeting of the stockholders, each
stockholder shall have one vote for each share of stock entitled to vote at such
meeting held of record by such stockholder and a proportionate vote for each
fractional share so held, unless otherwise provided in the Certificate of
Incorporation. Each stockholder of record entitled to vote at a meeting of
stockholders, or to express consent or dissent to corporate action in writing
without a meeting, may vote or express such consent or dissent in person or may
authorize another person or persons to vote or act for such stockholder by
written proxy executed by such stockholder or his or her authorized agent or by
a transmission permitted by law and delivered to the Secretary of the
Corporation. No such proxy shall be voted or acted upon after three years from
the date of its execution, unless the proxy expressly provides for a longer
period. Any copy, facsimile telecommunication or other reliable reproduction of
the writing or transmission created pursuant to this Section 1.8 may be
substituted or used in lieu of the original writing or transmission for any and
all purposes for which the original writing or transmission could be used,
provided that such copy, facsimile telecommunication or reproduction shall be a
complete reproduction of the entire original writing or transmission.

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                                      -3-

      In the election of directors, voting shall be by written ballot, and for
any other action, voting need not be by ballot, except where otherwise required
by law or the Certificate of Incorporation, and may take place via a voice vote.
Any vote not taken by voice shall be taken by ballots, each of which shall state
the name of the stockholder or proxy voting and such other information as may be
required under the procedure established for the meeting.

      1.9 Action at Meeting. When a quorum is present at any meeting of
stockholders, the holders of a majority of the stock present or represented and
voting on a matter (or if there are two or more classes of stock entitled to
vote as separate classes, then in the case of each such class, the holders of a
majority of the stock of that class present or represented and voting on such
matter) shall decide any matter to be voted upon by the stockholders at such
meeting, except when a different vote is required by express provision of law,
the Certificate of Incorporation or these By-Laws. Except as otherwise provided
by the Certificate of Incorporation, all elections of directors shall be
determined by a plurality of the votes cast, and except as otherwise required by
law or the Certificate of Incorporation, all other matters shall be determined
by a majority of the votes cast affirmatively or negatively. For the purposes of
this paragraph, Broker Non-Votes represented at the meeting but not permitted to
vote on a particular matter shall not be counted, with respect to the vote on
such matter, in the number of (a) votes cast, (b) votes cast affirmatively, or
(c) votes cast negatively.

      1.10 Introduction of Business at Meetings.

            A. Annual Meetings of Stockholders.

                  (1) Nominations of persons for election to the Board of
            Directors and the proposal of business to be considered by the
            stockholders may be made at an annual meeting of stockholders (a)
            pursuant to the Corporation's notice of meeting, (b) by or at the
            direction of the Board of Directors or (c) by any stockholder of the
            Corporation who was a stockholder of record at the time of giving of
            notice provided for in this Section 1.10, who is entitled to vote at
            the meeting and who complies with the notice procedures set forth in
            this Section 1.10.

                  (2) For nominations or other business to be properly brought
            before an annual meeting by a stockholder pursuant to clause (c) of
            paragraph (A)(1) of this Section 1.10, the stockholder must have
            given timely notice thereof in writing to the Secretary of the
            Corporation and such other business must otherwise be a proper
            matter for stockholder action. To be timely, a stockholder's notice
            shall be delivered to the Secretary at the principal executive
            offices of the Corporation not later than the close of business on
            the one hundred twentieth (120th) day nor earlier than the close of
            business on the one hundred fiftieth (150th) day prior to the first
            anniversary of the date of the proxy statement delivered to
            stockholders in connection with the preceding year's annual meeting;
            provided, however, that if either (i) the date of the annual meeting
            is more than thirty (30) days before or more than sixty (60) days
            after such an anniversary date or (ii) no proxy statement was
            delivered to stockholders in connection with the preceding year's
            annual meeting, notice by the stockholder to be timely must be so
            delivered not earlier than the close of business on the ninetieth
            (90th) day prior to such annual meeting and not later

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                                      -4-


            than the close of business on the later of the sixtieth (60th) day
            prior to such annual meeting or the close of business on the tenth
            (10th) day following the day on which public announcement of the
            date of such meeting is first made by the Corporation. Such
            stockholder's notice shall set forth (a) as to each person whom the
            stockholder proposes to nominate for election or re-election as a
            director, all information relating to such person that is required
            to be disclosed in solicitations of proxies for election of
            directors, or is otherwise required, in each case pursuant to
            Regulation 14A under the Securities Exchange Act of 1934, as amended
            (the "Exchange Act") (including such person's written consent to
            being named in the proxy statement as a nominee and to serving as a
            director if elected); (b) as to any other business that the
            stockholder proposes to bring before the meeting, a brief
            description of the business desired to be brought before the
            meeting, the reasons for conducting such business at the meeting and
            any material interest in such business of such stockholder and the
            beneficial owner, if any, on whose behalf the proposal is made; and
            (c) as to the stockholder giving the notice and the beneficial
            owner, if any, on whose behalf the nomination or proposal is made
            (i) the name and address of such stockholder, as they appear on the
            Corporation's books, and of such beneficial owner and (ii) the class
            and number of shares of capital stock of the Corporation that are
            owned beneficially and held of record by such stockholder and such
            beneficial owner.

                  (3) Notwithstanding anything in the second sentence of
            paragraph (A)(2) of this Section 1.10 to the contrary, in the event
            that the number of directors to be elected to the Board of Directors
            of the Corporation is increased and there is no public announcement
            by the Corporation naming all of the nominees for director or
            specifying the size of the increased Board of Directors at least
            seventy (70) days prior to the first anniversary of the preceding
            year's annual meeting (or, if the annual meeting is held more than
            thirty (30) days before or sixty (60) days after such anniversary
            date, at least seventy (70) days prior to such annual meeting), a
            stockholder's notice required by this Section 1.10 shall also be
            considered timely, but only with respect to nominees for any new
            positions created by such increase, if it shall be delivered to the
            Secretary at the principal executive office of the Corporation not
            later than the close of business on the tenth (10th) day following
            the day on which such public announcement is first made by the
            Corporation.

            B. Special Meetings of Stockholders. Only such business shall be
      conducted at a special meeting of stockholders as shall have been brought
      before the meeting pursuant to the Corporation's notice of meeting.
      Nominations of persons for election to the Board of Directors may be made
      at a special meeting of stockholders at which directors are to be elected
      pursuant to the Corporation's notice of meeting (a) by or at the direction
      of the Board of Directors or (b) provided that the Board of Directors has
      determined that directors shall be elected at such meeting, by any
      stockholder of the Corporation who is a stockholder of record at the time
      of giving of notice of the special meeting, who shall be entitled to vote
      at the meeting and who complies with the notice procedures set forth in
      this Section 1.10. If the Corporation calls a special meeting of
      stockholders for the purpose of electing one or more directors to the
      Board of Directors, any such stockholder may nominate a person or persons
      (as the case may be), for election to such position(s) as specified in

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            the Corporation's notice of meeting, if the stockholder's notice
            required by paragraph (A)(2) of this Section 1.10 shall be delivered
            to the Secretary at the principal executive offices of the
            Corporation not earlier than the ninetieth (90th) day prior to such
            special meeting nor later than the later of (x) the close of
            business of the sixtieth (60th) day prior to such special meeting or
            (y) the close of business of the tenth (10th) day following the day
            on which public announcement is first made of the date of such
            special meeting and of the nominees proposed by the Board of
            Directors to be elected at such meeting.

            C. General.

                  (1) Only such persons who are nominated in accordance with the
            procedures set forth in this Section 1.10 shall be eligible to serve
            as directors and only such business shall be conducted at a meeting
            of stockholders as shall have been brought before the meeting in
            accordance with the procedures set forth in this Section 1.10.
            Except as otherwise provided by law, the Certificate of
            Incorporation or these By-Laws, the chairman of the meeting shall
            have the power and duty to determine whether a nomination or any
            business proposed to be brought before the meeting was made or
            proposed, as the case may be, in accordance with the procedures set
            forth in this Section 1.10 and, if any proposed nomination or
            business is not in compliance herewith, to declare that such
            defective proposal or nomination shall be disregarded.

                  (2) For purposes of this Section 1.10, "public announcement"
            shall mean disclosure in a press release reported by the Dow Jones
            News Service, Associated Press 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 Exchange Act.

                  (3) Notwithstanding the foregoing provisions of this Section
            1.10, a stockholder shall also comply with all applicable
            requirements of the Exchange Act and the rules and regulations
            thereunder with respect to the matters set forth herein. Nothing in
            this Section 1.10 shall be deemed to affect any rights (i) of
            stockholders to request inclusion of proposals in the Corporation's
            proxy statement pursuant to Rule 14a-8 under the Exchange Act or
            (ii) of the holders of any series of Preferred Stock to elect
            directors under specified circumstances.

      1.11 Action without Meeting. Stockholders of the Corporation may not take
any action by written consent in lieu of a meeting. Notwithstanding any other
provision of law, the Certificate of Incorporation or these By-Laws, and
notwithstanding the fact that a lesser percentage may be specified by law, the
affirmative vote of the holders of at least seventy-five percent (75%) of the
votes which all the stockholders would be entitled to cast at any annual
election of directors or class of directors shall be required to amend or
repeal, or to adopt any provision inconsistent with, this Section 1.11.


                              ARTICLE 2 - Directors

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      2.1 General Powers. The business and affairs of the Corporation shall be
managed by or under the direction of a Board of Directors, who may exercise all
of the powers of the Corporation except as otherwise provided by law or the
Certificate of Incorporation. In the event of a vacancy in the Board of
Directors, the remaining directors, except as otherwise provided by law or the
Certificate of Incorporation, may exercise the powers of the full Board of
Directors until the vacancy is filled. Without limiting the foregoing, the Board
of Directors may:

            (a) declare dividends from time to time in accordance with law;

            (b) purchase or otherwise acquire any property, rights or privileges
      on such terms as it shall determine;

            (c) authorize the creation, making and issuance, in such form as it
      may determine, of written obligations of every kind, negotiable or
      non-negotiable, secured or unsecured, to borrow funds and guarantee
      obligations, and to do all things necessary in connection therewith;

            (d) remove any officer of the Corporation with or without cause, and
      from time to time to devolve the powers and duties of any officer upon any
      other person for the time being;

            (e) confer upon any officer of the Corporation the power to appoint,
      remove and suspend subordinate officers, employees and agents;

            (f) adopt from time to time such stock option, stock purchase, bonus
      or other compensation plans for directors, officers, employees,
      consultants and agents of the Corporation and its subsidiaries as it may
      determine;

            (g) adopt from time to time such insurance, retirement, and other
      benefit plans for directors, officers, employees, consultants and agents
      of the Corporation and its subsidiaries as it may determine; and

            (h) adopt from time to time regulations, not inconsistent herewith,
      for the management of the Corporation's business and affairs.

      2.2 Number; Election and Qualification. The number of directors which
shall constitute the whole Board of Directors shall be determined by resolution
of the Board of Directors, but in no event shall be less than three. The number
of directors may be decreased at any time and from time to time by a majority of
the directors then in office, but only to eliminate vacancies existing by reason
of the death, resignation, removal or expiration of the term of one or more
directors. The directors shall be elected at the annual meeting of stockholders
by such stockholders as have the right to vote on such election. Directors need
not be stockholders of the Corporation.

      2.3 Terms in Office. Each director shall serve for a term ending on the
date of the annual meeting following the annual meeting at which such director
was elected.

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                                      -7-


      2.4 Tenure. Notwithstanding any provisions to the contrary contained
herein, each director shall hold office until his or her successor is elected
and qualified, or until his or her earlier death, resignation or removal.

      2.5 Vacancies. Unless and until filled by the stockholders, any vacancy in
the Board of Directors, however occurring, including a vacancy resulting from an
enlargement thereof, may be filled by vote of a majority of the directors then
in office, although less than a quorum, or by a sole remaining director. A
director elected to fill a vacancy shall be elected for the unexpired term of
his or her predecessor in office, and a director chosen to fill a position
resulting from an increase in the number of directors shall hold office until
the next annual meeting of stockholders at which directors are to be elected and
until his or her successor is elected and qualified, or until his or her earlier
death, resignation or removal.

      2.6 Resignation. Any director may resign by delivering his or her written
resignation to the Corporation at its principal office or to the President or
Secretary. Such resignation shall be effective upon receipt unless it is
specified to be effective at some other time or upon the happening of some other
event.

      2.7 Regular Meetings. Regular meetings of the Board of Directors may be
held without notice at such time and place, either within or without the State
of Delaware, as shall be determined from time to time by the Board of Directors;
provided that any director who is absent when such a determination is made shall
be given notice of the determination. Regular meetings of the Board of Directors
shall be held at such place or places, on such date or dates, and at such time
or times as shall have been established by the Board of Directors and publicized
among all directors. A notice of each regular meeting shall not be required.

      2.8 Special Meetings. Special meetings of the Board of Directors may be
held at any time and place, within or without the State of Delaware, designated
in a call by the Chairman of the Board (if any), the President, two or more
directors, or by one director in the event that there is only a single director
in office.

      2.9 Notice of Special Meetings. Notice of any special meeting of directors
shall be given to each director by the Secretary or by the officer or one of the
directors calling the meeting. Notice shall be duly given to each director (i)
by giving notice to such director in person or by telephone at least 48 hours in
advance of the meeting, (ii) by sending a telegram or delivering written notice
by facsimile transmission or by hand, to his or her last known business or home
address at least 48 hours in advance of the meeting, or (iii) by mailing written
notice to his or her last known business or home address at least 72 hours in
advance of the meeting. A notice or waiver of notice of a meeting of the Board
of Directors need not specify the purposes of the meeting.

      2.10 Meetings by Telephone Conference Calls. Directors or any members of
any committee designated by the Board of Directors may participate in a meeting
of the Board of Directors or such committee by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and participation by such means shall be deemed
to constitute presence in person at such meeting.

<PAGE>
                                      -8-


      2.11 Quorum. A majority of the total number of the whole Board of
Directors shall constitute a quorum at all meetings of the Board of Directors.
In the event one or more of the directors shall be disqualified to vote at any
meeting, then the required quorum shall be reduced by one for each such director
so disqualified; provided, however, that in no case shall less than one-third
(1/3) of the total number of the whole Board of Directors constitute a quorum.
In the absence of a quorum at any such meeting, a majority of the directors
present may adjourn the meeting from time to time without further notice other
than announcement at the meeting, until a quorum shall be present.

      2.12 Action at Meeting. At any meeting of the Board of Directors at which
a quorum is present, the vote of a majority of those present shall be sufficient
to take any action, unless a different vote is specified by law, the Certificate
of Incorporation or these By-Laws.

      2.13 Action by Written Consent. Any action required or permitted to be
taken at any meeting of the Board of Directors or of any committee of the Board
of Directors may be taken without a meeting, if all members of the Board of
Directors or committee, as the case may be, consent to such action in writing,
and the written consents are filed with the minutes of proceedings of the Board
of Directors or committee.

      2.14 Removal. Unless otherwise provided in the Certificate of
Incorporation, any one or more or all of the directors may be removed, without
cause, by the holders of at least sixty-six and two-thirds percent (66-2/3%) of
the shares then entitled to vote at an election of directors. Any one or more or
all of the directors may be removed with cause only by the holders of at least a
majority of the shares then entitled to vote at an election of directors.

      2.15 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. 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
such committee. In the absence or disqualification of a member of a committee,
the member or members of such committee 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 such meeting in the place of any such absent or disqualified member. Any such
committee, to the extent provided in the resolution of the Board of Directors
and subject to the provisions of the General Corporation Law of the State of
Delaware, shall have and may exercise all the powers and authority of the Board
of Directors in the management of the business and affairs of the Corporation
and may authorize the seal of the Corporation to be affixed to all papers which
may require it. Each such committee shall keep minutes and make such reports as
the Board of Directors may from time to time request. Except as the Board of
Directors may otherwise determine or as provided herein, any committee may make
rules for the conduct of its business, but unless otherwise provided by the
directors or in such rules, its business shall be conducted as nearly as
possible in the same manner as is provided in these By-Laws for the Board of
Directors. Adequate provisions shall be made for notice to members of all
meetings of committees. One-third (1/3) of the members of any committee shall
constitute a quorum unless the committee shall consist of one (1) or two (2)
members, in which event one (1) member shall constitute a quorum; and all
matters shall be determined by a majority vote of the members present. Action
may be taken

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                                      -9-


by any committee without a meeting if all members thereof consent thereto in
writing, and the writing or writings are filed with the minutes of the
proceedings of such committee.

      2.16 Compensation of Directors. Directors may be paid such compensation
for their services and such reimbursement for expenses of attendance at meetings
as the Board of Directors may from time to time determine. No such payment shall
preclude any director from serving the Corporation or any of its parent or
subsidiary corporations in any other capacity and receiving compensation for
such service.

      2.17 Amendments to Article. Notwithstanding any other provisions of law,
the Certificate of Incorporation or these By-Laws, and notwithstanding the fact
that a lesser percentage may be specified by law, the affirmative vote of the
holders of a least seventy-five percent (75%) of the votes which all the
stockholders would be entitled to cast at any annual election of directors or
class of directors shall be required to amend or repeal, or to adopt any
provision inconsistent with, this Article 2.

                              ARTICLE 3 - Officers

      3.1 Enumeration. The officers of the Corporation shall consist of a
President, a Secretary, a Treasurer and such other officers with such other
titles as the Board of Directors shall determine, including, but not limited to,
a Chairman of the Board, a Vice-Chairman of the Board, and one or more Vice
Presidents, Assistant Treasurers and Assistant Secretaries. The Board of
Directors may appoint such other officers as it may deem appropriate.

      3.2 Election. The President, Treasurer and Secretary shall be elected
annually by the Board of Directors at its first meeting following the annual
meeting of stockholders. Other officers may be appointed by the Board of
Directors at such meeting or at any other meeting.

      3.3 Qualification. No officer need be a stockholder. Any two or more
offices may be held by the same person.

      3.4 Tenure. Except as otherwise provided by law, by the Certificate of
Incorporation or by these By-Laws, each officer shall hold office until his or
her successor is elected and qualified, unless a different term is specified in
the vote choosing or appointing such officer, or until his or her earlier death,
resignation or removal.

      3.5 Resignation and Removal. Any officer may resign by delivering his or
her written resignation to the Chairman of the Board (if any), to the Board of
Directors at a meeting thereof, to the Corporation at its principal office or to
the President or Secretary. Such resignation shall be effective upon receipt
unless it is specified to be effective at some other time or upon the happening
of some other event.

      Any officer may be removed at any time, with or without cause, by vote of
a majority of the entire number of directors then in office.

<PAGE>
                                      -10-


      Except as the Board of Directors may otherwise determine, no officer who
resigns or is removed shall have any right to any compensation as an officer for
any period following his or her resignation or removal, or any right to damages
on account of such removal, whether his or her compensation be by the month or
by the year or otherwise, unless such compensation is expressly provided in a
duly authorized written agreement with the Corporation.

      3.6 Vacancies. The Board of Directors may fill any vacancy occurring in
any office for any reason and may, in its discretion, leave unfilled for such
period as it may determine any offices other than those of President, Treasurer
and Secretary. Each such successor shall hold office for the unexpired term of
his predecessor and until his or her successor is elected and qualified, or
until his or her earlier death, resignation or removal.

      3.7 Chairman of the Board and Vice-Chairman of the Board. The Chairman of
the Board, if any, shall preside at all meetings of the Board of Directors and
stockholders at which he or she is present and shall perform such duties and
possess such powers as are designated by the Board of Directors. If the Board of
Directors appoints a Vice-Chairman of the Board, he or she shall, in the absence
or disability of the Chairman of the Board, perform the duties and exercise the
powers of the Chairman of the Board and shall perform such other duties and
possess such other powers as may from time to time be designated by the Board of
Directors.

      3.8 President. The President shall, subject to the direction of the Board
of Directors, have general charge and supervision of the business of the
Corporation. Unless otherwise provided by the Board of Directors, the President
shall preside at all meetings of the stockholders, and, if a director, at all
meetings of the Board of Directors. Unless the Board of Directors has designated
another officer as the Chief Executive Officer, the President shall be the Chief
Executive Officer of the Corporation. The President shall perform such other
duties and shall have such other powers as the Board of Directors may from time
to time prescribe. The President shall have the power to enter into contracts
and otherwise bind the Corporation in matters arising in the ordinary course of
the Corporation's business.

      3.9 Vice Presidents. Any Vice President shall perform such duties and
possess such powers as the Board of Directors or the President may from time to
time prescribe. In the event of the absence, inability or refusal to act of the
President, the Vice President (or if there shall be more than one, the Vice
Presidents in the order determined by the Board of Directors) shall perform the
duties of the President and, when so performing, shall have all the powers of
and be subject to all the restrictions upon the President. The Board of
Directors may assign to any Vice President the title of Executive Vice
President, Senior Vice President or any other title selected by the Board of
Directors. Unless otherwise determined by the Board of Directors, any Vice
President shall have the power to enter into contracts and otherwise bind the
Corporation in matters arising in the ordinary course of the Corporation's
business.

      3.10 Secretary and Assistant Secretaries. The Secretary shall perform such
duties and shall have such powers as the Board of Directors or the President may
from time to time prescribe. In addition, the Secretary shall perform such
duties and have such powers as are incident to the office of secretary,
including without limitation the duty and power to give notices of all meetings
of stockholders and special meetings of the Board of Directors, to attend all
meetings of stockholders and the Board of Directors and keep a record of the
proceedings, to maintain a stock ledger and prepare lists of stockholders and
their addresses as required, to be

<PAGE>
                                      -11-


custodian of corporate records and the corporate seal and to affix and attest to
the same on documents.

      Any Assistant Secretary shall perform such duties and possess such powers
as the Board of Directors, the President or the Secretary may from time to time
prescribe. In the event of the absence, inability or refusal to act of the
Secretary, the Assistant Secretary (or if there shall be more than one, the
Assistant Secretaries in the order determined by the Board of Directors) shall
perform the duties and exercise the powers of the Secretary.

      In the absence of the Secretary or any Assistant Secretary at any meeting
of stockholders or directors, the person presiding at the meeting shall
designate a temporary secretary to keep a record of the meeting.

      3.11 Treasurer and Assistant Treasurers. The Treasurer shall perform such
duties and shall have such powers as the Board of Directors or the President may
from time to time prescribe. In addition, the Treasurer shall perform such
duties and have such powers as are incident to the office of treasurer,
including without limitation the duty and power to keep and be responsible for
all funds and securities of the Corporation, to deposit funds of the Corporation
in depositories selected in accordance with these By-Laws, to disburse such
funds as ordered by the Board of Directors, to make proper accounts for such
funds, and to render as required by the Board of Directors statements of all
such transactions and of the financial condition of the Corporation.

      Any Assistant Treasurer shall perform such duties and possess such powers
as the Board of Directors, the President or the Treasurer may from time to time
prescribe. In the event of the absence, inability or refusal to act of the
Treasurer, the Assistant Treasurer (or if there shall be more than one, the
Assistant Treasurers in the order determined by the Board of Directors) shall
perform the duties and exercise the powers of the Treasurer.

      3.12 Salaries. Officers of the Corporation shall be entitled to such
salaries, compensation or reimbursement as shall be fixed or allowed from time
to time by the Board of Directors.

      3.13 Action with Respect to Securities of Other Corporations. Unless
otherwise directed by the Board of Directors, the President or any officer of
the Corporation authorized by the President shall have power to vote and
otherwise act on behalf of the Corporation, in person or by proxy, at any
meeting of stockholders of or with respect to any action of stockholders of any
other corporation in which the Corporation may hold securities and otherwise to
exercise any and all rights and powers which this Corporation may possess by
reason of its ownership of securities in such other corporation.

<PAGE>
                                      -12-


                            ARTICLE 4 - Capital Stock

      4.1 Issuance of Stock. Unless otherwise voted by the stockholders and
subject to the provisions of the Certificate of Incorporation, the whole or any
part of any unissued balance of the authorized capital stock of the Corporation
or the whole or any part of any issued, authorized capital stock of the
Corporation held in its treasury may be issued, sold, transferred or otherwise
disposed of by vote of the Board of Directors in such manner, for such
consideration and on such terms as the Board of Directors may determine.

      4.2 Certificates of Stock. Every holder of stock of the Corporation shall
be entitled to have a certificate, in such form as may be prescribed by law and
by the Board of Directors, certifying the number and class of shares owned by
such stockholder in the Corporation. Each such certificate shall be signed by,
or in the name of the Corporation by, the Chairman or Vice-Chairman, if any, of
the Board of Directors, or the President or a Vice President, and the Treasurer
or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the
Corporation. Any or all of the signatures on such certificate may be a
facsimile.

      Each certificate for shares of stock which are subject to any restriction
on transfer pursuant to the Certificate of Incorporation, the By-Laws,
applicable securities laws or any agreement among any number of shareholders or
among such holders and the Corporation shall have conspicuously noted on the
face or back of such certificate either the full text of such restriction or a
statement of the existence of such restriction.

      4.3 Transfers. Except as otherwise established by rules and regulations
adopted by the Board of Directors, and subject to applicable law, shares of
stock may be transferred on the books of the Corporation by the surrender to the
Corporation or its transfer agent of the certificate representing such shares,
properly endorsed or accompanied by a written assignment or power of attorney
properly executed, and with such proof of authority or the authenticity of
signature as the Corporation or its transfer agent may reasonably require.
Except as may be otherwise required by law, by the Certificate of Incorporation
or by these By-Laws, the Corporation shall be entitled to treat the record
holder of stock as shown on its books as the owner of such stock for all
purposes, including the payment of dividends and the right to vote with respect
to such stock, regardless of any transfer, pledge or other disposition of such
stock, until the shares have been transferred on the books of the Corporation in
accordance with the requirements of these By-Laws.

      4.4 Lost, Stolen or Destroyed Certificates. The Corporation may issue a
new certificate of stock in place of any previously issued certificate alleged
to have been lost, stolen, or destroyed, upon such terms and conditions as the
President may prescribe, including the presentation of reasonable evidence of
such loss, theft or destruction and the giving of such indemnity as the
President may require for the protection of the Corporation or any transfer
agent or registrar.

      4.5 Record Date. The Board of Directors may fix in advance a date as a
record date for the determination of the stockholders entitled to notice of or
to vote at any meeting of stockholders or to express consent (or dissent) to
corporate action in writing without a meeting, or entitled to receive payment of
any dividend or other distribution or allotment of any rights in respect of any
change, conversion or exchange of stock, or for the purpose of any other

<PAGE>
                                      -13-


lawful action. Such record date shall not be more than 60 nor less than 10 days
before the date of such meeting, nor more than 60 days prior to any other action
to which such record date relates.

      If no record date is fixed, the record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall be at the
close of business on the day before the day on which notice is given, or, if
notice is waived, at the close of business on the day before the day on which
the meeting is held. The record date for determining stockholders entitled to
express consent to corporate action in writing without a meeting, when no prior
action by the Board of Directors is necessary, shall be the day on which the
first written consent is expressed. The record date for determining stockholders
for any other purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating to such purpose.

      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.

                         ARTICLE 5 - General Provisions

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

      5.2 Corporate Seal. The corporate seal shall be in such form as shall be
approved by the Board of Directors.

      5.3 Notices. Except as otherwise specifically provided herein or required
by law or the Certificate of Incorporation, all notices required to be given to
any stockholder, director, officer, employee or agent of the Corporation shall
be in writing and may in every instance be effectively given by hand delivery to
the recipient thereof, by depositing such notice in the mails, postage paid, or
by sending such notice by prepaid telegram or facsimile transmission. Any such
notice shall be addressed to such stockholder, director, officer, employee or
agent at his or her last known address as the same appears on the books of the
Corporation. The time when such notice is received shall be deemed to be the
time of the giving of the notice.

      5.4 Waiver of Notice. Whenever any notice whatsoever is required to be
given by law, by the Certificate of Incorporation or by these By-Laws, a waiver
of such notice either in writing signed by the person entitled to such notice or
such person's duly authorized attorney, or by telegraph, facsimile transmission
or any other available method, whether before, at or after the time stated in
such waiver, or the appearance of such person or persons at such meeting in
person or by proxy, shall be deemed equivalent to such notice.

      5.5 Evidence of Authority. A certificate by the Secretary, or an Assistant
Secretary, or a temporary Secretary, as to any action taken by the stockholders,
directors, a committee or any officer or representative of the Corporation
shall, as to all persons who rely on the certificate in good faith, be
conclusive evidence of such action.

<PAGE>
                                      -14-


      5.6 Facsimile Signatures. In addition to the provisions for use of
facsimile signatures elsewhere specifically authorized in these By-Laws,
facsimile signatures of any officer or officers of the Corporation may be used
whenever and as authorized by the Board of Directors or a committee thereof.

      5.7 Reliance upon Books, Reports and Records. Each director, each member
of any committee designated by the Board of Directors, and each officer of the
Corporation shall, in the performance of his or her duties, be fully protected
in relying in good faith upon the books of account or other records of the
Corporation and upon such information, opinions, reports or statements presented
to the Corporation by any of its officers or employees or committees of the
Board of Directors so designated, or by any other person as to matters which
such director or committee member reasonably believes are within such other
person's professional or expert competence and who has been selected with
reasonable care by or on behalf of the Corporation.

      5.8 Time Periods. In applying any provision of these By-Laws that requires
that an act be done or not be done a specified number of days prior to an event
or that an act be done during a period of a specified number of days prior to an
event, calendar days shall be used, the day of the doing of the act shall be
excluded, and the day of the event shall be included.

      5.9 Certificate of Incorporation. All references in these By-Laws to the
Certificate of Incorporation shall be deemed to refer to the Certificate of
Incorporation of the Corporation, as amended and in effect from time to time.

      5.10 Transactions with Interested Parties. No contract or transaction
between the Corporation and one or more of the directors or officers, or between
the Corporation and any other corporation, partnership, association, or other
organization in which one or more of the directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because such director or officer is present at or
participates in the meeting of the Board of Directors or a committee of the
Board of Directors which authorizes the contract or transaction or solely
because his, her or their votes are counted for such purpose, if:

            (1) The material facts as to his or her 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 or committee in good faith
      authorizes the contract or transaction by the affirmative vote of a
      majority of the disinterested directors, even though the disinterested
      directors be less than a quorum;

            (2) The material facts as to his or her 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

            (3) 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 of the Board of Directors, or the stockholders.

<PAGE>
                                      -15-


      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.

      5.11 Severability. Any determination that any provision of these By-Laws
is for any reason inapplicable, illegal or ineffective shall not affect or
invalidate any other provision of these By-Laws.

      5.12 Pronouns. All pronouns used in these By-Laws shall be deemed to refer
to the masculine, feminine or neuter, singular or plural, as the identity of the
persons or persons so designated may require.

                             ARTICLE 6 - Amendments

      6.1 By the Board of Directors. Except as is otherwise set forth in these
By-Laws, these By-Laws may be altered, amended or repealed, or new by-laws may
be adopted, by the affirmative vote of a majority of the directors present at
any regular or special meeting of the Board of Directors at which a quorum is
present.

      6.2 By the Stockholders. Except as otherwise set forth in these By-Laws,
these By-Laws may be altered, amended or repealed or new by-laws may be adopted
by the affirmative vote of the holders of a majority of the shares of the
capital stock of the Corporation issued and outstanding and entitled to vote at
any regular meeting of stockholders, or at any special meeting of stockholders,
provided notice of such alteration, amendment, repeal or adoption of new by-laws
shall have been stated in the notice of such special meeting.