<PAGE>
 
                                                                     EXHIBIT 3.2



                          RESTATED AND AMENDED BYLAWS

                                      OF

                         MORRISON KNUDSEN CORPORATION
 




                   Amended and Restated as of April 8, 1998
<PAGE>
 
                          RESTATED AND AMENDED BYLAWS
                                      OF
                         MORRISON KNUDSEN CORPORATION


 
                               TABLE OF CONTENTS
                               -----------------
                                                                      Page
                                                                      ----

ARTICLE I
OFFICES.................................................................1
-------
   Section 1.  REGISTERED OFFICES.......................................1
   Section 2.  OTHER OFFICES............................................1
 
ARTICLE II
MEETINGS OF STOCKHOLDERS................................................1
------------------------
   Section 1.  PLACE OF MEETINGS........................................1
   Section 2.  ANNUAL MEETING OF STOCKHOLDERS...........................1
   Section 3.  QUORUM; ADJOURNED MEETINGS AND NOTICE THEREOF............2
   Section 4.  VOTING...................................................2
   Section 5.  PROXIES..................................................2
   Section 6.  SPECIAL MEETINGS.........................................3
   Section 7.  NOTICE OF STOCKHOLDERS' MEETINGS.........................3
   Section 8.  MAINTENANCE AND INSPECTION OF STOCKHOLDER LIST...........3
   Section 9.  STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING..3
 
ARTICLE III
DIRECTORS...............................................................3
---------
   Section 1.  THE NUMBER OF DIRECTORS..................................3
   Section 2.  VACANCIES................................................4
   Section 3.  POWERS...................................................4
   Section 4.  PLACE OF DIRECTORS' MEETINGS.............................5
   Section 5.  MEETINGS.................................................5
   Section 6.  QUORUM...................................................5
   Section 7.  ACTION WITHOUT MEETING...................................5
   Section 8.  TELEPHONIC MEETINGS......................................5
   Section 9.  COMMITTEES OF DIRECTORS..................................5
   Section 10.  MINUTES OF COMMITTEE MEETINGS...........................6
   Section 11.  COMPENSATION OF DIRECTORS...............................6
 
ARTICLE IV
OFFICERS................................................................6
--------
   Section 1.  OFFICERS.................................................6
   Section 2.  ELECTION OF OFFICERS.....................................6

                                -i-
<PAGE>
 
   Section 3.  SUBORDINATE OFFICEHOLDERS................................6
   Section 4.  COMPENSATION OF OFFICERS.................................6
   Section 5.  TERM OF OFFICE; REMOVAL AND VACANCIES....................7
   Section 6.  TERM OF OFFICE; REMOVAL AND VACANCIES....................7
   Section 7.  CHAIRMAN OF THE BOARD....................................7
   Section 8.  PRESIDENT AND CHIEF EXECUTIVE OFFICER....................7
   Section 9.  VICE PRESIDENTS..........................................7
   Section 10.  SECRETARY...............................................7
   Section 11.  ASSISTANT SECRETARY.....................................8
   Section 12.  TREASURER...............................................8
   Section 13.  ASSISTANT TREASURER.....................................8
 
ARTICLE V 
INDEMNIFICATION OF DIRECTORS,OFFICERS, EMPLOYEES AND AGENTS.............8
-----------------------------------------------------------
 
ARTICLE VI
CERTIFICATES OF STOCK..................................................10
---------------------
   Section 1.  CERTIFICATES............................................10
   Section 2.  SIGNATURES ON CERTIFICATES..............................10
   Section 3.  STATEMENT OF STOCK RIGHTS, PREFERENCES, PRIVILEGES......10
   Section 4.  LOST CERTIFICATES.......................................11
   Section 5.  TRANSFERS OF STOCK......................................11
   Section 6.  FIXED RECORD DATE.......................................11
   Section 7.  REGISTERED STOCKHOLDERS.................................11
 
ARTICLE VII
GENERAL PROVISIONS.....................................................11
------------------
   Section 1.  DIVIDENDS...............................................11
   Section 2.  PAYMENT OF DIVIDENDS; DIRECTORS' DUTIES.................11
   Section 3.  CHECKS..................................................12
   Section 4.  FISCAL YEAR.............................................12
   Section 5.  CORPORATE SEAL..........................................12
   Section 6.  MANNER OF GIVING NOTICE.................................12
   Section 7.  WAIVER OF NOTICE........................................12
   Section 8.  ANNUAL STATEMENT........................................12
 
ARTICLE VIII
AMENDMENTS.............................................................12
----------
   Section 1.  AMENDMENT BY DIRECTORS..................................12
   Section 2.  AMENDMENT BY STOCKHOLDERS...............................13
 



                                -ii-
<PAGE>
 
                          RESTATED AND AMENDED BYLAWS

                                      OF

                         MORRISON KNUDSEN CORPORATION
 
                             (AS OF APRIL 8, 1998)



                                   ARTICLE I

                                    OFFICES
                                    -------

          Section 1.  REGISTERED OFFICES .  The registered office shall be in
the City of Dover, County of Kent, State of Delaware.

          Section 2.  OTHER OFFICES .  The corporation may also have offices at
such other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the corporation may
require.

                                  ARTICLE II

                           MEETINGS OF STOCKHOLDERS
                           ------------------------

          Section 1.  PLACE OF MEETINGS .  Meetings of stockholders shall be
held at any place within or outside the State of Delaware designated by the
Board of Directors.  In the absence of any such designation, stockholders'
meetings shall be held at the principal executive office of the corporation.

          Section 2.  ANNUAL MEETING OF STOCKHOLDERS .  The annual meeting of
stockholders shall be held on such date and at such time and place as may be
fixed by the Board of Directors and stated in the notice of the meeting, for the
purposes of electing directors and for the transaction of such other business as
is properly brought before the meeting in accordance with these Bylaws.

          To be properly brought before the annual meeting, business must be
either (i) specified in the annual notice of meeting (or any supplement or
amendment thereto) given by or at the direction of the Board of Directors, (ii)
otherwise brought before the annual meeting by or at the direction of the Board
of Directors, or (iii) otherwise brought before the annual meeting by a
stockholder. In addition to any other applicable requirements, for business to
be brought before an annual meeting by a stockholder, the stockholder must have
given timely notice thereof in writing 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 fifty (50)
days nor more than seventy-five (75) days prior to the meeting; provided,
however, that in the event that less than sixty-five (65) days' notice or prior
public disclosure of the date of the annual meeting is given or made to
stockholders, notice by a stockholder to be timely must be so received not later
than the close of business on the fifteenth (15th) day following the day on
which such notice of the date of the annual meeting was mailed or such public
disclosure was made, whichever
<PAGE>
 
first occurs. A stockholder's notice to the Secretary shall set forth (a) as to
each matter the 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 the stockholder proposing such business, (iii)
the class, series and number of shares of the corporation which are beneficially
owned by the stockholder, and (iv) any material interest of the stockholder in
such business and (b) as to the stockholder giving the notice (i) the name and
record address of the stockholder and (ii) the class and number of shares of
capital stock of the corporation which are beneficially owned by the
stockholder. Notwithstanding anything in the Bylaws to the contrary, no business
shall be conducted at the annual meeting except in accordance with the
procedures set forth in this Article II, Section 2. The officer of the
corporation presiding at an annual meeting shall, if the facts warrant,
determine and declare to the annual meeting that business was not properly
brought before the annual meeting in accordance with the provisions of this
Article II, Section 2, and if he should so determine, he shall so declare to the
annual meeting and any such business not properly brought before the meeting
shall not be transacted. Written notice of the annual meeting stating the place,
date and hour of the annual 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.  QUORUM; ADJOURNED MEETINGS AND NOTICE THEREOF .  A
majority of the stock issued and outstanding and entitled to vote at any meeting
of stockholders, the holders of which are present in person or represented by
proxy, shall constitute a quorum for the transaction of business except as
otherwise provided by law, by the Certificate of Incorporation, or by these
Bylaws.  A quorum, once established, shall not be broken by the withdrawal of
enough votes to leave less than a quorum and the votes present may continue to
transact business until adjournment.  If, however, such quorum shall not be
present or represented at any meeting of the stockholders, a majority of the
voting stock represented in person or by proxy may 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 notified.  If the adjournment is
for more than thirty days, or if after the adjournment a new record date is
fixed for the adjourned meeting, a notice of the adjourned meeting shall be
given to each stockholder of record entitled to vote thereat.

          Section 4.  VOTING .  When a quorum is present at any meeting, the
vote of the holders of a majority of the stock having power present in person or
represented by proxy at the meeting and entitled to vote on the subject matter
shall decide any question brought before such meeting, unless the question is
one upon which by express provision of the statutes, or the Certificate of
Incorporation or these Bylaws, a different vote is required in which case such
express provisions shall govern and control the decision of such question.
Directors of the corporation shall be elected by a plurality of the votes of the
shares present in person or represented by proxy at the meeting and entitled to
vote on the election of directors.  Shares represented by proxies that reflect,
with respect to a proposal, abstentions or limited voting authority, including
"broker non-votes" (i.e., shares held by a broker or nominee which are
represented at the meeting, but with respect to which such broker or nominee is
not empowered to vote on a particular proposal or proposals) shall be counted as
shares that are present and entitled to vote for purposes of determining the
presence of a quorum.  For purposes of determining the outcome of any proposal,
shares represented by such proxies will be treated as not present and not
entitled to vote with respect to the proposal or proposals.

          Section 5.  PROXIES .  At each meeting of the stockholders, each
stockholder having the right to vote may vote in person or may authorize another
person or persons to act for him by proxy appointed by an instrument in writing
subscribed by such stockholder and bearing a date not more than three years
prior to said meeting, unless said instrument provides for a longer period.  All
proxies must be filed with the Secretary of the corporation at the beginning of
each meeting in order to be counted in any 

                                       2
<PAGE>
 
vote at the meeting. Each stockholder shall have one vote for each share of
stock having voting power, registered in his name on the books of the
corporation on the record date set by the Board of Directors as provided in
Article VI, Section 6 hereof. All elections shall be had and all questions
decided by a plurality vote.

          Section 6.  SPECIAL MEETINGS .  Special meetings of the stockholders,
for any purpose, or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called only by a majority of the Board of
Directors or the Chief Executive Officer or the President.  Business transacted
at any special meeting of stockholders shall be limited to the purposes stated
in the notice.

          Section 7.  NOTICE OF STOCKHOLDERS' MEETINGS .  Whenever stockholders
are required or permitted to take any action at a meeting, a written notice of
the meeting shall be given which notice shall state the place, date and hour of
the meeting, and, in the case of a special meeting, the purpose or purposes for
which the meeting is called.  The written notice of any meeting shall be given
to each stockholder entitled to vote at such meeting not less than 10 (ten) nor
more than 60 (sixty) days before the date of the meeting.  If mailed, notice is
given when deposited in the United States mail, postage prepaid, directed to the
stockholder at his address as it appears on the records of the corporation.

          Section 8.  MAINTENANCE AND INSPECTION OF STOCKHOLDER LIST .  The
officer who has charge of the stock ledger of the corporation shall prepare and
make, at least 10 (ten) 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 (ten) days prior to
the meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present.

          Section 9.  STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING .
Any action which may be taken by stockholders of the corporation at an annual or
special meeting may not be effected except at such an annual or special meeting
by the vote required for the taking of such action, and the right of
stockholders to act by written consent is expressly denied.

                                  ARTICLE III

                                   DIRECTORS
                                   ---------

          Section 1. THE NUMBER OF DIRECTORS . The number of directors which
shall constitute the whole Board shall be not less than six (6) directors nor
more than twelve (12) directors, the exact number of directors to be determined
from time to time by resolutions adopted by the Board of Directors. The exact
number of directors shall be nine (9) until changed as provided in this Section
1. The directors need not be stockholders. Only persons who are nominated in
accordance with the following procedures shall be eligible for election as
directors. Nominations of persons for election to the Board of Directors of the
corporation at the annual meeting may be made at such meeting by or at the
direction of the Board of Directors, by any committee or persons appointed by
the Board of Directors or by any stockholder of the corporation entitled to vote
for the election of directors at the meeting who complies with the notice
procedures set forth in this Article III, Section 1. Such nominations by any
stockholder shall be made pursuant to timely notice in writing to the Secretary
of the corporation. To be timely, a stockholder's notice shall be delivered to
or mailed and received at the principal executive offices of the corporation not

                                       3
<PAGE>
 
less than fifty (50) days nor more than seventy-five (75) days prior to the
meeting; provided, however, that in the event that less than sixty-five (65)
days notice or prior to public disclosure of the date of the meeting is given or
made to stockholders, notice by the stockholder to be timely must be so received
not later than the close of business of the fifteenth (15th) day following the
day on which such notice of the date of the meeting was mailed or such public
disclosure was made, whichever first occurs. Such stockholder's notice to the
Secretary shall set forth (i) as to each person whom the stockholder proposes to
nominate for election or reelection as a director, (a) the name, age, business
address and residence address of the person, (b) the principal occupation or
employment of the person, (c) the class and number of shares of capital stock of
the corporation which are beneficially owned by the person, and (d) any other
information relating to the person that is required to be disclosed in
solicitations for proxies for election of directors pursuant to the Rules and
Regulations of the Securities and Exchange Commission under Section 14 of the
Securities Exchange Act of 1934, as amended; and (ii) as to the stockholder
giving the notice (a) the name and record address of the stockholder and (b) the
class and number of shares of capital stock of the corporation which are
beneficially owned by the stockholder. The corporation may require any proposed
nominee to furnish such other information as may reasonably be required by the
corporation to determine the eligibility of such proposed nominee to serve as a
director of the corporation. No person shall be eligible for election as a
director of the corporation unless nominated in accordance with the procedures
set forth herein. The officer of the corporation presiding at an annual meeting
shall, if the facts warrant, determine and declare to the meeting that a
nomination was not made in accordance with the foregoing procedure, and if he
should so determine, he shall so declare to the meeting and the defective
nomination shall be disregarded. The directors shall be elected at the annual
meeting of the stockholders, except as provided in Section 2 of this Article
III, and each director elected shall hold office until his successor is elected
and qualified; provided, however, that unless otherwise restricted by the
Certificate of Incorporation or by law, any director or the entire Board of
Directors may be removed from the Board of Directors with or without cause at
any meeting of stockholders by a majority of the stock represented and entitled
to vote thereat.


          Section 2.  VACANCIES .  Vacancies on the Board of Directors by reason
of death, resignation, retirement, disqualification, removal from office, or
otherwise, and newly created directorships resulting from any increase in the
authorized number of directors may be filled by a majority of the directors then
in office, although less than a quorum, or by a sole remaining director.  The
directors so chosen shall hold office for a term that shall coincide with the
term of the class to which such director shall have been elected.  If there are
no directors in office, then an election of directors may be held in the manner
provided by statute.  If, at the time of filling any vacancy or any newly
created directorship, the directors then in office shall constitute less than a
majority of the whole Board (as constituted immediately prior to any such
increase), the Court of Chancery may, upon application of any stockholder or
stockholders holding at least ten percent of the total number of the shares at
the time outstanding having the right to vote for such directors, summarily
order an election to be held to fill any such vacancies or newly created
directorships, or to replace the directors chosen by the directors then in
office.

          Section 3.  POWERS .  The property and business of the corporation
shall be managed by or under the direction of its Board of Directors.  In
addition to the powers and authorities by these Bylaws expressly conferred upon
them, the Board may exercise all such powers of the corporation and do all such
lawful acts and things as are not by statute or by the Certificate of
Incorporation or by these Bylaws directed or required to be exercised or done by
the stockholders.

          Section 4.  PLACE OF DIRECTORS' MEETINGS .  The directors may hold
their meetings and have one or more offices, and keep the books of the
corporation outside of the State of Delaware.

                                       4
<PAGE>
 
          Section 5.  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 Chairman of the Board of Directors, the President, or by a majority of the
Board of Directors.  Notice thereof, stating the place, date and hour of the
meeting, shall be given to each director either by mail not less than four (4)
days before the date of the meeting, or personally or by telephone, telegram,
telex or similar means of communication on twelve (12) hours' notice, or on such
shorter notice as the person or persons calling such meeting may deem necessary
or appropriate in the circumstances.

          Section 6.  QUORUM .  At all meetings of the Board of Directors a
majority of the authorized number of directors shall be necessary and sufficient
to constitute a quorum for the transaction of business, and the vote 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, except as may be otherwise
specifically provided by statute, by the Certificate of Incorporation or by
these Bylaws.  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.  If only one director is authorized, such sole director shall
constitute a quorum.

          Section 7.  ACTION WITHOUT MEETING .  Unless otherwise restricted by
the Certificate of Incorporation or these Bylaws, any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting, if all members of the Board or
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board or committee.

          Section 8.  TELEPHONIC MEETINGS .  Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws, members of the Board of Directors,
or any committee designated by the Board of Directors, may participate in a
meeting of the Board of Directors, or any 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 such participation in a
meeting shall constitute presence in person at such meeting.

          Section 9.  COMMITTEES OF DIRECTORS .  The Board of Directors may, by
resolution passed by a majority of the whole Board, designate one or more
committees, each such committee to consist of one or more of the directors of
the corporation.  The Board may designate one or more directors as alternate
members of any committee, who may replace any absent or disqualified member at
any meeting of the committee.  In the absence or disqualification of a member of
a committee, 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 such absent or disqualified member. Any such
committee, to the extent provided in the resolution of the Board of Directors,
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; but no such committee shall have the power or authority in reference
to the following matters: (i) approving or adopting, or recommending to the
stockholders, any action or matter expressly required by the Delaware General
Corporation Law to be submitted to stockholders for approval or (ii) adopting,
amending or repealing any bylaw of the corporation.

          Section 10.  MINUTES OF COMMITTEE MEETINGS .  Each committee shall
keep regular minutes of its meetings and report the same to the Board of
Directors when required.

                                       5
<PAGE>
 
          Section 11. COMPENSATION OF DIRECTORS .  Unless otherwise restricted
by the Certificate of Incorporation or these Bylaws, the Board of Directors
shall have the authority to fix the compensation of directors.  The directors
may be paid their expenses, if any, of attendance at each meeting of the Board
of Directors and may be paid a fixed sum for attendance at each meeting of the
Board of Directors or a stated salary as director. No such payment shall
preclude any director from serving the corporation in any other capacity and
receiving compensation therefor.  Members of special or standing committees may
be allowed like compensation for attending committee meetings.

                                ARTICLE IV

                                OFFICERS
                                --------

          Section 1.  OFFICERS .  The principal officers of this corporation
shall be chosen by the Board of Directors and shall include a President and a
Secretary.  The corporation may also have at the discretion of the Board of
Directors such other officers as are desired, including a Chief Executive
Officer, a Treasurer, one or more Vice Presidents, one or more Assistant
Secretaries and Assistant Treasurers, and such other subordinate officers as it
may deem appropriate, and such other subordinate officeholders as may be
appointed in accordance with the provisions of Section 3 hereof.  In the event
there are two or more Vice Presidents, then one or more may be designated as
Executive Vice President, Senior Vice President, or other similar or dissimilar
title.  At the time of the election of officers, the directors may by resolution
determine the order of their rank.  Any number of offices may be held by the
same person, unless the Certificate of Incorporation or these Bylaws otherwise
provide.  The Board of Directors may also appoint a Chairman of the Board who
need not be an officer of the corporation unless specifically designated as such
by the Board.

          Section 2.  ELECTION OF OFFICERS .  The Board of Directors, at its
first meeting after each annual meeting of stockholders, shall choose the
officers of the corporation.

          Section 3.  SUBORDINATE OFFICEHOLDERS .  The Board of Directors may
appoint such other subordinate officeholders and agents as it shall deem
necessary 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.  The Chief Executive Officer may also from time to time appoint
subordinate officeholders, who shall not be corporate officers, to such
positions, with such limited authority and such titles, as the Chief Executive
Officer may determine.  Subordinate officeholders shall hold office for such
period, and have such authority and title, and perform such duties as may be
designated by the Chief Executive Officer, provided, that such subordinate
officeholders shall not have or perform authorities or duties co-extensive with
the authorities or duties of principal or subordinate officers chosen by the
Board of Directors.

          Section 4.  COMPENSATION OF OFFICERS .  The salaries of all officers
and agents of the corporation shall be fixed by the Board of Directors.

          Section 5.  TERM OF OFFICE; REMOVAL AND VACANCIES .  The officers of
the corporation shall hold office until their successors are chosen and qualify
in their stead.  Any officer elected or appointed by the Board of Directors may
be removed at any time by the affirmative vote of a majority of the Board of
Directors.  If the office of any officer or officers becomes vacant for any
reason, the vacancy shall be filled by the Board of Directors.

          Section 6.  TERM OF OFFICE; REMOVAL AND VACANCIES .  The officers of
the corporation shall hold office until their successors are chosen and qualify
in their stead.  Any officer elected or appointed by the Board of Directors may
be removed at any time by the affirmative vote of a majority 

                                       6
<PAGE>
 
of the Board of Directors. If the office of any officer or officers becomes
vacant for any reason, the vacancy shall be filled by the Board of Directors.

          Section 7.  CHAIRMAN OF THE BOARD .  The Chairman of the Board, if the
Board has appointed one, shall, if present, preside at all meetings of the Board
of Directors and exercise and perform such other powers and duties as may be
from time to time assigned to him by the Board of Directors or prescribed by
these Bylaws.  If there is no President or Chief Executive Officer, the Chairman
of the Board shall become the Chief Executive Officer of the corporation and
shall have the powers and duties prescribed in Section 7 of this Article IV.

          Section 8.  PRESIDENT AND CHIEF EXECUTIVE OFFICER .  Subject to such
supervisory powers, if any, as may be given by the Board of Directors to the
Chairman of the Board, if there be a Chairman, the President shall, subject to
the control of the Board of Directors, have general supervision, direction and
control of the business and officers of the corporation.  The President shall
preside at all meetings of the stockholders and, in the absence of the Chairman
of the Board, or if there be none, at all meetings of the Board of Directors.
The President shall be an ex-officio member of all committees and shall have the
general powers and duties of management usually vested in the office of
President of corporations, and shall have such other powers and duties as may be
prescribed by the Board of Directors or these Bylaws.  The President shall be
the Chief Executive Officer of the corporation, unless the Board of Directors,
in its discretion, elects or appoints a President and a Chief Executive Officer.
If there is a Chief Executive Officer of the corporation, other than the
President, the Chief Executive Officer shall have such powers and duties as may
be prescribed by the Board of Directors or these Bylaws.

          Section 9.  VICE PRESIDENTS .  In the absence or disability of the
President, the Vice Presidents in order of their rank as fixed by the Board of
Directors, or if not ranked, the Vice President designated by the Board of
Directors, shall perform all the duties of the President, and when so acting
shall have all the powers of and be subject to all the restrictions upon the
President.  The Vice Presidents shall have such other duties as from time to
time may be prescribed for them, respectively, by the Board of Directors.

          Section 10.  SECRETARY .  The Secretary shall attend all sessions of
the Board of Directors and all meetings of the stockholders and record all votes
and the minutes of all proceedings in a book to be kept for that purpose; and
shall perform like duties for the standing committees when required by the Board
of Directors.  The Secretary shall give, or cause to be given, notice of all
meetings of the stockholders and of the Board of Directors, and shall perform
such other duties as may be prescribed by the Board of Directors or these
Bylaws. The Secretary shall keep in safe custody the seal of the corporation,
and when authorized by the Board, affix the same to any instrument requiring it,
and when so affixed it shall be attested by his signature or by the signature of
an Assistant Secretary. The Board of Directors may give general authority to any
other officer to affix the seal of the corporation and to attest the affixing by
his signature.

                                       7
<PAGE>
 
          Section 11. ASSISTANT SECRETARY. The Assistant Secretary, or if there
be more than one, the Assistant Secretaries in the order determined by the Board
of Directors, or if there be no such determination, the Assistant Secretary
designated by the Board of Directors, shall, in the absence or disability of the
Secretary, perform the duties and exercise the powers of the Secretary and shall
perform such other duties and have such other powers as the Board of Directors
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 moneys, 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.  The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the Board of Directors, at its regular
meetings, or when the Board of Directors so requires, an account of all his
transactions as Treasurer and of the financial condition of the corporation.  If
required by the Board of Directors, the Treasurer shall give the corporation a
bond, in such sum and with such surety or sureties as shall be satisfactory to
the Board of Directors, for the faithful performance of the duties of his office
and for the restoration to the corporation, in case of his death, resignation,
retirement or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his possession or under his control belonging
to the corporation.

          Section 13. ASSISTANT TREASURER.  The Assistant Treasurer, or if
there shall be more than one, the Assistant Treasurers in the order determined
by the Board of Directors, or if there be no such determination, the Assistant
Treasurer designated by the Board of Directors, shall, in the absence or
disability of the Treasurer, perform the duties and exercise the powers of the
Treasurer and shall perform such other duties and have such other powers as the
Board of Directors may from time to time prescribe.

                                   ARTICLE V

                         INDEMNIFICATION OF DIRECTORS,
                         -----------------------------
                        OFFICERS, EMPLOYEES AND AGENTS
                        ------------------------------

          (a) 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 he is or was a director, officer, employee or agent 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 or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he 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 his 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 the person did not act in good faith and in a
manner which he 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.

          (b) 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 he is or was a director, 

                                       8
<PAGE>
 
officer, employee or agent 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 or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation and except that no such 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 of Delaware 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 such Court
of Chancery or such other court shall deem proper.

          (c) To the extent that a director, officer, employee or agent of the
corporation shall be successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in paragraphs (a) and (b), or in defense
of any claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.

          (d) Any indemnification under paragraphs (a) and (b) (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, officer,
employee or agent is proper under the circumstances because he has met the
applicable standard of conduct set forth in paragraphs (a) and (b).  Such
determination shall be made (1) by the Board of Directors by a majority vote of
a quorum consisting of directors who were not parties to such action, suit or
proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, or (3) by the stockholders.

          (e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may 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 V.  Such expenses (including
attorneys' fees) incurred by other employees and agents may be so paid upon such
terms and conditions, if any, as the Board of Directors deems appropriate.

          (f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other paragraphs of this Article V shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.

          (g) The Board of Directors may authorize, by a vote of a majority of a
quorum of the Board of Directors, the corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent 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 or other enterprise against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to indemnify him
against such liability under the provisions of this Article V.

          (h) For the purposes of this Article V, references to "the
corporation" shall include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent) absorbed in
a consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, and employees
or agents, so that any 

                                       9
<PAGE>
 
person who is or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, shall stand in the same position under
the provisions of this Article V with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.

          (i) For purposes of this section, references to "other enterprises"
shall include employee benefit plans; 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 service
as a director, officer, employee or agent of the corporation which imposes
duties on, or involves services by, such director, officer, employee or agent
with respect to an employee benefit plan, its participants or beneficiaries; and
a person who acted in good faith and in a manner he 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 section.

          (j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article V shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

          (k) The corporation shall be required to indemnify a person in
connection with a proceeding (or part thereof) initiated by such person only if
the proceeding (or part thereof) was authorized by the Board of Directors of the
corporation.

                                  ARTICLE VI

                             CERTIFICATES OF STOCK
                             ---------------------

          Section 1.  CERTIFICATES .  Every holder of stock of the corporation
shall be entitled to have a certificate signed by, or in the name of the
corporation by, the Chairman of the Board of Directors, if the Board has
appointed one, or the President or a Vice President, and by the Secretary or an
Assistant Secretary, or the Treasurer or an Assistant Treasurer of the
corporation, certifying the number of shares represented by the certificate
owned by such stockholder in the corporation.

          Section 2.  SIGNATURES ON CERTIFICATES .  Any or all of the signatures
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.  STATEMENT OF STOCK RIGHTS, PREFERENCES, PRIVILEGES .  If
the corporation shall be authorized to issue more than one class of stock or
more than one series of any class, the powers, designations, preferences and
relative, participating, optional or other special rights of each class of stock
or series thereof and the qualification, limitations or restrictions of such
preferences and/or rights shall be set forth in full or summarized on the face
or back of the certificate which the corporation shall issue to represent such
class or series of stock, provided that, except as otherwise provided in Section
202 of the General Corporation Law of Delaware, in lieu of the foregoing
requirements, there may be set forth on the face or back of the certificate
which the corporation shall issue to represent such class or series of stock, a
statement that the corporation will furnish without charge to each stockholder
who so requests the powers, designations, preferences and relative,
participating, optional or other special rights 

                                      10
<PAGE>
 
of each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights.

          Section 4.  LOST CERTIFICATES .  The Board of Directors may direct a
new certificate or certificates to be issued in place of any certificate or
certificates 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 or certificates, 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
certificates, or his legal representative, to advertise the same in such manner
as it 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 5.  TRANSFERS OF STOCK .  Upon surrender to the corporation,
or the transfer agent of the corporation, of a certificate for shares duly
endorsed or accompanied by proper evidence of succession, assignation or
authority to transfer, it shall be the duty of the corporation to issue a new
certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its books.

          Section 6.  FIXED RECORD DATE .  In order that the corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
the stockholders, or any adjournment thereof, or entitled to receive payment of
any dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board of Directors may fix a
record date which shall not be more than 60 (sixty) nor less than 10 (ten) days
before the date of such meeting, nor more than 60 (sixty) 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 7.  REGISTERED STOCKHOLDERS .  The corporation shall be
entitled to treat the holder of record of any share or shares of stock as the
holder in fact thereof and accordingly shall not be bound to recognize any
equitable or other claim or interest in such share on the part of any other
person, whether or not it shall have express or other notice thereof, save as
expressly provided by the laws of the State of Delaware.


                                  ARTICLE VII

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

          Section 1.  DIVIDENDS .  Dividends upon the capital stock of the
corporation, subject to the provisions of the Certificate of Incorporation, if
any, may be declared by the Board of Directors at any regular or special
meeting, pursuant to law.  Dividends may be paid in cash, in property, or in
shares of the capital stock, subject to the provisions of the Certificate of
Incorporation.

                                      11
<PAGE>
 
          Section 2.  PAYMENT OF DIVIDENDS; DIRECTORS' DUTIES .  Before payment
of any dividend there may be set aside out of any funds of the corporation
available for dividends such sum or sums as the directors from time to time, in
their absolute discretion, think proper as a reserve fund to meet contingencies,
or for equalizing dividends, or for repairing or maintaining any property of the
corporation, or for such other purpose as the directors shall think conducive to
the interests of the corporation, and the directors may abolish any such
reserve.

          Section 3.  CHECKS .  All checks or demands for money and notes of the
corporation shall be signed by such officer or officers as the Board of
Directors may from time to time designate.

          Section 4.  FISCAL YEAR .  The fiscal year of the corporation shall
be fixed by resolution of the Board of Directors.

          Section 5.  CORPORATE SEAL .  The corporate seal shall have inscribed
thereon the name of the corporation, the year of its organization and the words
"Corporate Seal, Delaware."  Said seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.

          Section 6.  MANNER OF GIVING NOTICE .  Whenever, under the provisions
of the statutes or of the Certificate of Incorporation or of these Bylaws,
notice is required to be given to any director or stockholder, it shall not be
construed to mean personal notice, but such notice may be given in writing, by
mail, addressed to such director 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.  Notice to directors may also be given by telegram.

          Section 7.  WAIVER OF NOTICE .  Whenever any notice is required to be
given under the provisions of the statutes or of the Certificate of
Incorporation or of these Bylaws, 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.

          Section 8.  ANNUAL STATEMENT .  The Board of Directors shall present
at each annual meeting, and at any special meeting of the stockholders, a full
and clear statement of the business and condition of the corporation.


                                 ARTICLE VIII

                                  AMENDMENTS
                                  ----------

          Section 1.  AMENDMENT BY DIRECTORS .  These Bylaws may be altered,
amended or repealed or new Bylaws may be adopted by the Board of Directors, when
such power is conferred upon the Board of Directors by the Certificate of
Incorporation, at any regular meeting of the Board of Directors or at any
special meeting 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.  If the power to adopt, amend or repeal Bylaws is conferred
upon the Board of Directors by the Certificate of Incorporation, it shall not
divest or limit the power of the stockholders to adopt, amend or repeal Bylaws.

                                      12
<PAGE>
 
          Section 2.  AMENDMENT BY STOCKHOLDERS .  These Bylaws may be altered,
amended or repealed or new Bylaws may be adopted by the stockholders, at any
regular meeting of the stockholders or at any special meeting of the
stockholders if notice of such alteration, amendment, repeal or adoption of new
Bylaws be contained in the notice of such special meeting; provided, however,
any proposal to adopt, amend or repeal Bylaws shall require not less than the
affirmative vote of two-thirds of the issued and outstanding stock of the
Corporation entitled to vote thereon.

                                *     *     *     *     *

                                      13