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                                                                    EXHIBIT 3.3

                              AMENDED AND RESTATED
                                   BYLAWS OF
                              BJ SERVICES COMPANY
                            AS OF DECEMBER 12, 1996
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                               Table of Contents

<TABLE>
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                                                                          Page No.
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ARTICLE I - Offices   . . . . . . . . . . . . . . . . . . . . . . . . . . .   1

         Section 1.         Registered Office . . . . . . . . . . . . . . .   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 .   1
         Section 4.         Voting  . . . . . . . . . . . . . . . . . . . .   2
         Section 5.         Proxies . . . . . . . . . . . . . . . . . . . .   2
         Section 6.         Special Meetings  . . . . . . . . . . . . . . .   2
         Section 7.         Notice of Stockholders' Meetings  . . . . . . .   2
         Section 8.         Waiver of Notice  . . . . . . . . . . . . . . .   3
         Section 9.         Maintenance and Inspection of Stockholder List    3
         Section 10.        Stockholder Action by Written Consent Without . 
                            a Meeting   . . . . . . . . . . . . . . . . . .   3
         Section 11.        Inspectors of Election  . . . . . . . . . . . .   3
         Section 12.        Procedure for Stockholders' Meetings  . . . . .   4
         Section 13.        Order of Business . . . . . . . . . . . . . . .   4
         Section 14.        Procedures for Bringing Business before an. . .  
                            Annual  Meeting . . . . . . . . . . . . . . . .   4
         Section 15.        Procedures for Nominating Directors . . . . . .   5

ARTICLE III - Directors       . . . . . . . . . . . . . . . . . . . . . . .   6

         Section 1.         Number and Qualification of Directors . . . . .   6
         Section 2.         Election and Term of Office . . . . . . . . . .   6
         Section 3.         Resignation and Removal of Directors  . . . . .   7
         Section 4.         Vacancies . . . . . . . . . . . . . . . . . . .   7
         Section 5.         Powers  . . . . . . . . . . . . . . . . . . . .   8
         Section 6.         Place of Directors' Meetings  . . . . . . . . .   8
         Section 7.         Regular Meetings  . . . . . . . . . . . . . . .   8
         Section 8.         Special Meetings  . . . . . . . . . . . . . . .   8
         Section 9.         Quorum  . . . . . . . . . . . . . . . . . . . .   9
         Section 10.        Action Without Meeting  . . . . . . . . . . . .   9
         Section 11.        Telephonic Meetings . . . . . . . . . . . . . .   9
         Section 12.        Meetings and Action of Committees . . . . . . .   9
         Section 13.        Special Meetings of Committees  . . . . . . . .  10
         Section 14.        Minutes of Committee Meetings . . . . . . . . .  10
         Section 15.        Compensation of Directors . . . . . . . . . . .  10
         Section 16.        Indemnification . . . . . . . . . . . . . . . .  10
</TABLE>
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<TABLE>
<S>                                                                          <C>
ARTICLE IV - Officers         . . . . . . . . . . . . . . . . . . . . . . .  12

         Section 1.         Officers  . . . . . . . . . . . . . . . . . . .  12
         Section 2.         Election of Officers  . . . . . . . . . . . . .  12
         Section 3.         Subordinate Officers  . . . . . . . . . . . . .  12
         Section 4.         Removal and Resignation of Officers . . . . . .  12
         Section 5.         Vacancies in Offices  . . . . . . . . . . . . .  12
         Section 6.         Chairman of the Board . . . . . . . . . . . . .  12
         Section 7.         Vice Chairman of the Board  . . . . . . . . . .  12
         Section 8.         President . . . . . . . . . . . . . . . . . . .  13
         Section 9.         Vice Presidents . . . . . . . . . . . . . . . .  13
         Section 10.        Secretary . . . . . . . . . . . . . . . . . . .  13
         Section 11.        Chief Financial Officer . . . . . . . . . . . .  13
         Section 12.        Treasurer and Controller  . . . . . . . . . . .  14

ARTICLE V - Certificates of Stock   . . . . . . . . . . . . . . . . . . . .  14

         Section 1.         Certificates  . . . . . . . . . . . . . . . . .  14
         Section 2.         Signature on Certificates . . . . . . . . . . .  14
         Section 3.         Statement of Stock Rights, Preferences, 
                            Privileges. . . . . . . . . . . . . . . . . . .  14 
         Section 4.         Lost Certificates . . . . . . . . . . . . . . .  15
         Section 5.         Transfers of Stock  . . . . . . . . . . . . . .  15
         Section 6.         Fixing Record Date  . . . . . . . . . . . . . .  15
         Section 7.         Registered Stockholders . . . . . . . . . . . .  15

ARTICLE VI - General Provisions - Dividends   . . . . . . . . . . . . . . .  16

         Section 1.         Dividends . . . . . . . . . . . . . . . . . . .  16
         Section 2.         Payment of Dividends; Directors' Duties . . . .  16
         Section 3.         Checks  . . . . . . . . . . . . . . . . . . . .  16
         Section 4.         Corporate Contracts and Instruments . . . . . .  16
         Section 5.         Fiscal Year . . . . . . . . . . . . . . . . . .  16
         Section 6.         Manner of Giving Notice . . . . . . . . . . . .  16
         Section 7.         Waiver of Notice  . . . . . . . . . . . . . . .  17
         Section 8.         Annual Statement  . . . . . . . . . . . . . . .  17

ARTICLE VII - Amendments      . . . . . . . . . . . . . . . . . . . . . . .  17

         Section 1.         Amendment by Directors    . . . . . . . . . . .  17
         Section 2.         Amendments by Stockholders  . . . . . . . . . .  18
</TABLE>
<PAGE>   4
                                     BYLAWS
                                       OF
                              BJ SERVICES COMPANY

                                   ARTICLE I

                                    Offices

         Section 1.  The registered office shall be in the City of Wilmington,
County of New Castle, State of Delaware.

         Section 2.  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.  All meetings of the stockholders shall be held at such
place either within or without the State of Delaware as shall be designated
from time to time by the Board of Directors and stated in the notice of the
meeting.

         Section 2.  An annual meeting of stockholders shall be held on the
fourth Thursday in January in each year, if not a legal holiday, and if a legal
holiday, then on the next business day following, at 2:00 p.m. or at such other
date and time as may be determined from time to time by resolution adopted by
the Board of Directors, for the purpose of electing, subject to Article III,
Section 17 hereof, one class of the directors of the Corporation, and
transacting such other business as may properly be brought before the meeting.

         Section 3.  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, without regard to class or series,
shall constitute a quorum for the transaction of business except as otherwise
provided by law, by the Certificate of Incorporation of the Corporation (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 provided that any action taken (other than adjournment) is
approved by at least a majority of the shares required to constitute a quorum.
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 


<PAGE>   5
meeting as originally noticed.  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.  When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy and entitled to vote 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 provision shall govern
and control the decision of such question.

         Section 5.  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 vote at the meeting.  A
proxy shall be deemed signed if the stockholder's name is placed on the proxy
(whether by manual signature, telegraphic transmission or otherwise) by the
stockholder or the stockholder's attorney in fact.  Except as otherwise set
forth in the Certificate of Incorporation, 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 V, Section 6 hereof.

         Section 6.  Special meetings of the stockholders, for any purpose, or
purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation, may be called at any time by the Board of Directors or by a
committee of the Board of Directors and whose powers and authority, as provided
in a resolution of the Board of Directors or in these Bylaws, include the power
to call meetings.  Special meetings of stockholders of the corporation may not
be called by any other person or persons.  Business transacted at any special
meeting of stockholders shall be limited to the purposes stated in the notice.

         Section 7.  Any notice requested to be given to stockholders by
statute, the Certificate of Incorporation or these Bylaws, including notice of
any meeting of stockholders, shall be given personally, by first-class mail or
by telegraphic communication, charges prepaid, addressed to the stockholder at
the address of such stockholder appearing on the books of the Corporation or
given by the stockholder to the Corporation for the purpose of notice.  If no
such address appears on the Corporation's books or has been so given, notice
shall be deemed to have been given if sent by first-class mail or telegraphic
communication to the Corporation's principal executive office, or if published
at least once in a newspaper of general circulation in the county where such
principal executive office is located.  Notice shall be deemed to have been
given at the time when delivered personally or deposited in the mail or sent by
telegram.




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         If any notice addressed to a stockholder at the address of such
stockholder appearing on the books of a Corporation is returned to the
Corporation by the United States Postal Service marked to indicate that the
United States Postal Service is unable to deliver the notice to the stockholder
at such address, all further notices shall be deemed to have been duly given
without further mailing if the same shall be available to the stockholder upon
written demand of the stockholder at the principal executive office of the
Corporation for a period of one year from the date of the giving of such
notice.

         Section 8.  Attendance of a person at a meeting shall constitute a
waiver of notice to such person of such meeting, except when the person objects
at the beginning of the meeting to the transaction of any business because the
meeting is not lawfully called or convened, or objects to the consideration of
matters not included in the notice of the meeting.

         Section 9.  The officer or agent who has charge of the stock ledger of
the Corporation shall prepare and make, at least 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 ten days prior to the meeting, either at a place within the
city where their 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 open at the time and
place of the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.  The stock ledger of the Corporation shall be the
only evidence as to who are the stockholders entitled to examine such list or
to vote at any meetings of stockholders.

         Section 10.  No action shall be taken by stockholders except at an
annual or special meeting of stockholders, and stockholders may not act by
written consent.

         Section 11.  Before any meeting of stockholders, the Board of
Directors may appoint any persons other than nominees for office to act as
inspectors of election at the meeting or its adjournment.  If no inspectors of
election are so appointed, the chairman of the meeting may, and on the request
of any stockholder or a stockholder's proxy shall, appoint inspectors of
election at the meeting.  The number of inspectors shall be either one or
three.  If inspectors are appointed at a meeting on the request of one or more
stockholders or proxies, the holders of a majority of shares or their proxies
present at the meeting shall determine whether one or three inspectors are to
be appointed.  If any person appointed as inspector fails to appear or fails or
refuses to act, the chairman of the meeting may, and upon the request of any
stockholder or a stockholder's proxy shall, appoint a person to fill such
vacancy.




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<PAGE>   7
         The duties of these inspectors shall be as follows:

         (a)     Determine the number of shares outstanding and the voting
power of each, the shares represented at the meeting, the existence of a
quorum, and the authenticity, validity and effect of proxies;

         (b)     Receive votes or ballots;

         (c)     Hear and determine all challenges and questions in any way
arising in connection with the right to vote;

         (d)     Count and tabulate all votes;

         (e)     Determine when the polls shall close;

         (f)     Determine the results; and

         (g)     Do any other acts that may be proper to conduct the election
or vote with fairness to all stockholders.

         Section 12.  Meetings of the stockholders shall be presided over by
the Chairman of the Board of Directors, or in his absence, by the Vice
Chairman, the President or by any Vice President, or, in the absence of any of
such officers, by a chairman to be chosen by a majority of the stockholders
entitled to vote at the meeting who are present in person or by proxy.  The
Secretary, or, in his absence, any person appointed by the Chairman, shall act
as secretary of all meetings of the stockholders.

         Section 13.  The order of business at all meetings of stockholders
shall be as determined by the chairman of the meeting.

         Section 14.  Notwithstanding anything in these Bylaws to the contrary,
no business shall be conducted at an annual meeting of the stockholders except
in accordance with the procedures hereinafter set forth in this Section 14;
provided, however, that nothing in this Section 14 shall be deemed to preclude
discussion by any stockholder of any business properly brought before the
annual meeting in accordance with said procedures.

         At an annual meeting of the stockholders, only such business shall be
conducted as shall have been properly brought before the meeting.  To be
properly brought before an annual meeting, business must be (1) specified in
the notice of meeting (or any supplement thereto) given by or at the direction
of the Board, (2) otherwise properly brought before the meeting by or at the
direction of the Board, or (3) otherwise properly brought before the meeting by
a stockholder.  In addition to any other applicable requirements, for business
to be properly brought before an annual meeting by a stockholder, the
stockholder must have given timely notice thereof in writing to the




                                     -4-
<PAGE>   8
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 90 days prior to the date of the anniversary of the
annual meeting of the Corporation's stockholders held in the prior year.  Any
adjournment(s) or postponement(s) of the original meeting whereby the meeting
will reconvene within 30 days from the original date shall be deemed for
purposes of notice to be a continuation of the original meeting and no business
may be brought before any such reconvened meeting unless timely notice of such
business was given to the Secretary of the Corporation for the meeting as
originally scheduled.  A stockholder's notice to the Secretary shall set forth
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 their reasons for conducting such business at the annual meeting,
(ii) the name and record address of the stockholder proposing such business,
(iii) the class 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.

         The Chairman of an annual meeting shall, if the facts warrant,
determine and declare to the meeting that business was not properly brought
before the meeting in accordance with the provisions of this Section 14, and if
he should so determine, he shall so declare to the meeting and any such
business not properly brought before the meeting shall not be transacted.

         Section 15.  Notwithstanding anything in these Bylaws to the contrary,
only persons who are nominated in accordance with the procedures hereinafter
set forth in this Section 15 shall be eligible for election as directors of the
Corporation.

         Nominations of persons for election to the Board of Directors of the
Corporation may be made at a meeting of stockholders only (1) by or at the
direction of the Board of Directors or (2) by any stockholder of the
Corporation entitled to vote for the election of directors at the meeting who
complies with the notice of procedures set forth in this Section 15.  Such
nominations, other than those made by or at the direction of the Board of
Directors, 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 less than 90 days prior to the date of the anniversary of the annual
meeting of the Corporation's stockholders held in the prior year in the case of
an annual meeting or, in the case of a special meeting called by the Board of
Directors (or by a committee of the Board) for the purpose of electing
directors, not more than 10 days following the earlier of the date of notice of
such special meeting or the date on which a public announcement of such meeting
is made.  Any adjournment(s) or postponement(s) of the original meeting whereby
the meeting will reconvene within 30 days from the original date shall be
deemed for purposes of notice to be a continuation of the original meeting and
no nominations by a shareholder of persons to be elected directors of the
Corporation may be made at any such reconvened meeting other than pursuant to a
notice that was timely for the meeting on the date originally scheduled.  Such
stockholder's notice shall set forth: (i) as to each person




                                     -5-
<PAGE>   9
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, or any successor regulation
thereto (including such person's written consent to being named in the proxy
statement as a nominee and to serving as a director if elected); and (ii) as to
the stockholder giving the notice (A) the name and address, as they appear on
the Corporation's books, of such stockholder, and (B) the class and number of
shares of the Corporation which are beneficially owned by such stockholder.  At
the request of the Board of Directors, any person nominated by the Board of
Directors for election as a director shall furnish to the Secretary of the
Corporation that information required to be set forth in a stockholder's notice
of nomination which pertains to the nominee.

         The Chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that a nomination was not made in accordance with the
procedures prescribed by this Section 15, and if he should so determine, he
shall so declare to the meeting and the defective nomination shall be
disregarded.

                                  ARTICLE III

                                   Directors

         Section 1.  The Board of Directors shall consist of a minimum of four
(4) and a maximum of ten (10) directors.  The number of directors shall be
fixed from time to time within the minimum and the maximum number established
by the then elected Board of Directors.  The number of directors until changed
by the Board shall be seven (7).  The maximum number of directors may not be
increased by the Board of Directors to exceed ten (10) without the affirmative
vote of 75% of the members of the entire Board.  The directors need not be
stockholders.  No officer of the Corporation may serve on a board of directors
of any company having a present or retired employee on the Corporation's Board
of Directors.  No person may stand for election as a director if within the
previous one (1) year he has resigned from the Board as a result of the tenure
provisions of Article III, Section 3 hereof regarding service for more than 10,
11 or 12 consecutive years on the Board.  No person associated with an
organization whose services are contracted by the Corporation shall serve on
the Corporation's Board of Directors, provided however that this prohibition
may be waived by a majority of the members of the whole Board if the Board in
its judgment determines that such waiver would be in the best interest of the
Corporation.

         Section 2.  The Board of Directors shall be divided into three
classes, Class I, Class II and Class III.  The number of directors in each
class shall be the whole number contained in the quotient arrived at by
dividing the authorized number of directors by three, and if a fraction is also
contained in such quotient then if such fraction is one-third (1/3), the extra
director shall be a member of Class III, and if the fraction is two-thirds
(2/3), one of the extra directors shall be a member of Class III and the other
a member of




                                     -6-
<PAGE>   10
Class II. Each director shall serve for a term ending on the date of the third
annual meeting following the annual meeting at which such director was elected;
provided, however, that the directors initially appointed to Class I shall
serve for a term ending on the date of the first annual meeting next following
September 30, 1990, the directors initially appointed to Class II shall serve
for a term ending on the date of the second annual meeting next following
September 30, 1990, and the directors initially appointed to Class III shall
serve for a term ending on the date of the third annual meeting next following
September 30, 1990.  One class of the directors shall be elected at each annual
meeting of the stockholders.  If any such annual meeting is not held or the
directors are not elected thereat, the directors may be elected at any special
meeting of stockholders held for that purpose.  All directors shall hold office
until their respective successors are elected and qualified or until their
earlier death, resignation or removal.

         Section 3.  Directors who are employees of the Corporation must resign
from the Board of Directors at the time of any diminution in their duties or
responsibilities as an officer, at the time they leave the employ of the
Corporation for any reason or on their 70th birthday.  A director's term of
office shall automatically terminate on the date of the annual meeting of
stockholders following: (i) his 70th birthday; (ii) the third anniversary of
his retirement from his principal occupation; (iii) unless he is an officer of
the Corporation, the date on which he has served on the Corporation's Board of
Directors for a consecutive period of (a) twelve (12) complete years or more
prior to the Corporation's 1991 annual meeting of stockholders, (b) eleven (11)
complete years or more prior to the Corporation's 1992 annual meeting of
stockholders, or (c) commencing with the 1993 annual meeting of stockholders, a
total of ten (10) complete years or more thereafter; (iv) any fiscal year in
which he has failed to attend at least 66% of the meetings of the Board of
Directors and any committees of the Board of Directors on which such director
serves; or (v) the first anniversary of any change in his employment (other
than a promotion or lateral movement within the same organization).  The
requirements of sections 3(i) and 3(ii) of this Article III shall not apply to
a director who was 68 years old and serving on the Company's Board of Directors
on December 1, 1995.  The requirements of sections 3(i) and 3(ii) of this
Article III shall not apply to a director who retired in 1995 and was serving
on the Company's Board of Directors on December 1, 1996.  The requirements of 
Section 3(v) of Article III may be waived by a majority of the members of the
whole Board (excluding the director whose resignation would otherwise be
required) if the Board in its judgment determines that such waiver would be in
the best interest of the Corporation. Any director may be removed for cause by
the holders of a majority of the shares of the Corporation entitled to vote in
the election of directors; stockholders may not remove any director without
cause.  The Board of Directors may not remove any director for or without
cause, and no recommendation by the Board of Directors that a director be
removed for cause may be made to the stockholders except by the affirmative
vote of not less than 75% of the members of the whole Board; provided that the
Board may remove any director who fails to resign as required by the provisions
of these Bylaws.
        
         Section 4.  Except as otherwise provided by statute or the Certificate
of Incorporation, in the case of any increase in the number of directors, such
additional director or directors shall be proposed for election to terms of
office that will most nearly result in each Class of directors containing
one-third of the entire number of members of




                                     -7-
<PAGE>   11
the whole Board, and, unless such position is to be filled by a vote of the
stockholders at an annual or special meeting, shall be elected by a majority
vote of the directors in such Class or Classes, voting separately by Class.  In
the case of any vacancy in the Board of Directors, however created, the vacancy
or vacancies shall be filled by majority vote of the directors remaining in the
Class in which the vacancy occurs or, if only one such director remains, by
such director.  In the event one or more directors shall resign, effective at a
future date, such vacancy or vacancies shall be filled as provided herein.
Directors so chosen or elected shall hold office for the remaining term of the
directorship to which appointed.  Any director elected or chosen as provided
herein shall serve for the unexpired term of office or until his successor is
elected and qualified or until his earlier death, resignation or removal.

         In the event of any decrease in the authorized number of directors,
(a) each director then serving as such shall nevertheless continue as a
director of the class of which he is a member until the expiration of this
current term, or his prior death, resignation or removal, and (b) the newly
eliminated directorships resulting from such decrease shall be apportioned by
the board of directors to such class or classes as shall, so far as possible,
bring the number of directors in the respective classes into conformity with
the formula in Section 2 hereof as applied to the new authorized number of
directors.

         Section 5.  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, by the Certificate of Incorporation or
by these Bylaws directed or required to be exercised or done by the
stockholders.

                       Meetings of the Board of Directors

         Section 6.  The directors may hold their meetings and have one or more
offices, and keep the books of the Corporation outside the state of Delaware.

         Section 7.  Regular meetings of the Board of Directors may be held
without notice at such time and place as shall from time to time be determined
by the Board.  Except as otherwise provided by statute, any business may be
transacted at any regular meeting of the Board of Directors.

         Section 8.  Special meetings of the Board of Directors may be called
by the Chairman of the Board, the Vice Chairman or the President on at least
forty-eight hours' notice to each director.  Special meetings shall be called
by the President or the Secretary in like manner and on like notice on the
written request of any two directors unless the Board consists of only one
director, in which case special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of the sole
director.




                                     -8-
<PAGE>   12
         Section 9.  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.  A meeting at which a quorum is initially present may continue to
transact business notwithstanding the withdrawal of directors, if any action is
approved by at least a majority of the required quorum for such meeting.

         Section 10.  Unless otherwise restricted by statute, 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 11.  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.

                            Committees of Directors

         Section 12.  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.  If no alternate members have been appointed, the committee
member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
any absent or disqualified member.  The Board of Directors shall, by resolution
passed by a majority of the whole Board, designate one member of each committee
as chairman of such committee.  Each such chairman shall hold such office for a
period not in excess of five years, and shall upon surrender of such
chairmanship resign from membership on such committee.  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, but no such
committee shall have the power or authority to authorize an amendment to the
Certificate of Incorporation, adopt an agreement of merger or





                                     -9-
<PAGE>   13
consolidation, recommend to the stockholders the sale, lease or exchange of all
or substantially all of the Corporation's property and assets, recommend to the
stockholders a dissolution of the Corporation or a revocation of a dissolution,
or amend the Bylaws of the Corporation; and, unless the resolution or the
Certificate of Incorporation expressly so provide, no such committee shall have
the power or authority to declare a dividend or to authorize the issuance of
stock.

         Section 13.  Special meetings of committees may be called by the
Chairman of such committee, the Chairman of the Board or the President, on at
least 48 hours notice to each member and alternate member.  Alternate members
shall have the right to attend all meetings of the committee.  The Board of
Directors may adopt rules for the government of any committee not inconsistent
with the provisions of these Bylaws.  If a committee is comprised of an odd
number of members, a quorum shall consist of a majority of that number.  If the
committee is comprised of an even number of members, a quorum shall consist of
one-half of that number.  If a committee is comprised of two members, a quorum
shall consist of both members.

         Section 14.  Each committee shall keep regular minutes of its meetings
and report the same to the Board of Directors when requested.

                           Compensation of Directors

         Section 15.  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.

                                Indemnification

         Section 16.  (a) The Corporation shall indemnify every person who is
or was a party or is or was threatened to be made a party to any action, suit,
or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was a director, officer, employee or agent of
the Corporation or any of its direct or indirect wholly-owned subsidiaries or,
while a director, officer, employee or agent of the Corporation or any of its
direct or indirect wholly-owned subsidiaries, is or was serving at the request
of the Corporation or any of its direct or indirect wholly-owned subsidiaries,
as a director, officer, employee, agent or trustee of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise,
against expenses (including counsel fees), judgments, fines, and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding, to the full extent permitted by applicable laws
provided that the Corporation shall not be obligated to





                                    -10-
<PAGE>   14
indemnify any such person against any such action, suit or proceeding which is
brought by such person against the Corporation or any of its direct or indirect
wholly-owned subsidiaries or the directors of the Corporation or any of its
direct or indirect wholly-owned subsidiaries, other than an action brought by
such person to enforce his rights to indemnification hereunder, unless a
majority of the Board of Directors of the Corporation shall have previously
approved the bringing of such action, suit or proceeding.  The Corporation
shall indemnify every person who is or was a party or is or was threatened to
be made a party to any action, suit, or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he is or was
licensed to practice law and an employee (including an employee who is or was
an officer) of the Corporation or any of its direct or indirect wholly-owned
subsidiaries and, while acting in the course of such employment committed or is
alleged to have committed any negligent acts, errors or omissions in rendering
professional legal services at the request of the Corporation or pursuant to
his employment (including, without limitation, rendering written or oral legal
opinions to third parties) against expenses (including counsel fees),
judgments, fines, and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding, to the full
extent permitted by applicable law; provided that the Corporation shall not be
obligated to indemnify any such person against any action, suit or proceeding
arising out of any adjudicated criminal, dishonest or fraudulent acts, errors
or omissions of such person or any adjudicated willful, intentional or
malicious acts, errors or omissions of such person.

         (b)     Expenses incurred by an officer or director of the Corporation
or any of its direct or indirect wholly-owned subsidiaries in defending a
civil or criminal action, suit or proceeding shall 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 Section 16.  Such expenses
incurred by other employees and agents may be so paid upon such terms and
conditions, if any, as the Board of Directors deems appropriate.

         (c)     The indemnification and advancement of expenses provided by,
or granted pursuant to, this Section 16 shall not be deemed exclusive of any
other rights to which those seeking indemnification or advancement of expenses
may be entitled under any provision of law, the Corporation's Certificate of
Incorporation, the Certificate of Incorporation or bylaws or other governing
documents of any direct or indirect wholly-owned subsidiary of the Corporation,
or any 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 any of the positions or having any of the relationships referred
to in this Section 16.





                                    -11-
<PAGE>   15
                                   ARTICLE IV

                                    Officers

         Section 1.  The officers of the Corporation shall be a Chairman of the
Board, a President, a Chief Financial Officer, a Vice President, a Secretary, a
Treasurer and a Controller.  The Corporation may also have, at the discretion
of the Board of Directors, a Vice Chairman of the Board, one or more additional
Vice Presidents, and such other officers as may be appointed in accordance with
the provisions of Section 3 of this Article.

         Section 2.  The officers of the Corporation, except such officers as
may be appointed in accordance with the provisions of Section 3 or Section 5 of
this Article, shall be chosen by the Board of Directors, and each shall serve
at the pleasure of the Board, subject to the rights, if any, of any officer
under any contract of employment.

         Section 3.  The Board of Directors may appoint, and may empower the
President to appoint, such other officers as the business of the Corporation
may require, each of whom shall hold office for such period, have such
authority and perform such duties as are provided in the Bylaws or as the Board
of Directors may from time to time determine.

         Section 4.  Any officer may be removed, either with or without cause,
by the Board of Directors, at any regular or special meeting thereof, or except
in case of an officer chosen by the Board of Directors, by any officer upon
whom such power of removal may be conferred by the Board of Directors, provided
that such removal shall not prejudice the remedy of such officer for breach of
any contract of employment.

         Any officer may resign at any time by giving written notice to the
Corporation.  Any such resignation shall take effect on receipt of such notice
or at any later time specified therein.  Unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it effective.
Any such resignation is without prejudice to the rights, if any, of the
Corporation under any contract to which the officer is a party.

         Section 5.  A vacancy in any office because of death, resignation,
removal, disqualification or any other cause shall be filled in the manner
prescribed in these Bylaws for regular appointments to such office.

         Section 6.  The Chairman of the Board shall, if present, preside at
all meetings of the Board of Directors and of the stockholders, and shall
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 the Bylaws.

         Section 7.  The Vice Chairman of the Board shall exercise and perform
such powers and duties as may be from time to time assigned to him by the Board
of Directors





                                    -12-
<PAGE>   16
or prescribed in these Bylaws.  In the absence of the Chairman of the Board,
the Vice Chairman of the Board shall preside at all meetings of the
stockholders and the Board of Directors.

         Section 8.  The President shall be the chief executive officer of the
Corporation and shall, subject to the control of the Board of Directors, have
general supervision, direction and control of the business and the officers of
the Corporation.  In the absence of the Chairman of the Board and the Vice
Chairman of the Board, the President shall preside at all meetings of the
stockholders and the Board of Directors.  He shall have the general powers and
duties of management usually vested in the office of President of a
Corporation, and shall have such other powers and duties as may be prescribed
by the Board of Directors or the Bylaws.

         Section 9.  In the absence or disability of the President, the Vice
Presidents, if any, in order of their rank as fixed by the Board of Directors,
or if not ranked, the Vice President designated by the President, 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 powers and perform such other duties as from
time to time may be prescribed for them respectively by the Board of Directors,
these Bylaws or the President.

         Section 10.  The Secretary shall keep or cause to be kept, at the
principal office or such other place as the Board of Directors may order, a
book of minutes of all meetings and actions of directors, committees of
directors and stockholders, with the time and place of holding, whether regular
or special, and, if special, how authorized, the notice thereof given, the
names of those present at directors' and committee meetings, the number of
shares present or represented at stockholders' meetings, and the proceedings
thereof.

         The Secretary shall keep, or cause to be kept, at the principal office
or at the office of the Corporation's transfer agent or registrar, a share
register, or a duplicate share register, showing the names of all stockholders
and their addresses, the number and classes of shares held by each, the number
and date of certificates issued for the same, and the number and date of
cancellation of every certificate surrendered for cancellation.

         The Secretary shall give, or cause to be given, notice of all meetings
of the stockholders and of the Board of Directors required by these Bylaws or
by law to be given, and he shall keep the seal of the Corporation, if one be
adopted, in safe custody, and shall have such other powers and perform such
other duties as may be prescribed by the Board of Directors or by the Bylaws.

         Section 11.  The Chief Financial Officer shall keep and maintain, or
cause to be kept and maintained, adequate and correct books and records of
accounts of the properties and business transactions of the Corporation,
including accounts of its assets, liabilities,





                                    -13-
<PAGE>   17
receipts, disbursements, gains, losses, capital, retained earnings and shares.
The books of account shall be open at all times to inspection by any director.

         The Chief Financial Officer shall deposit all moneys and other
valuables in the name and to the credit of the Corporation with such
depositaries as may be designated by the Board of Directors.  He shall disburse
the funds of the Corporation as may be ordered by the Board of Directors, shall
render to the President and Directors, whenever they request it, an account of
all of his transactions as Chief Financial Officer and of the financial
condition of the Corporation, and shall have other powers and perform such
other duties as may be prescribed by these Board of Directors or these Bylaws.

         Section 12.  The Treasurer and the Controller shall each have such
powers and perform such duties as from time to time may be prescribed for him
by the Board of Directors, the President or these Bylaws.

                                   ARTICLE V

                              Certificate of Stock

         Section 1.  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 or Vice Chairman of the Board of Directors, or the President or a Vice
President, and by the Secretary or an Assistant Secretary, if one be appointed,
or the Treasurer or an Assistant Treasurer, if one be appointed, of the
Corporation, certifying the number of shares represented by the certificate
owned by such stockholder in the Corporation.

         Section 2.  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.  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 by statute, 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 of each class of stock or
series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights.





                                    -14-
<PAGE>   18
                     Lost, Stolen or Destroyed Certificates

         Section 4.  The Board of Directors, the Secretary and the Treasurer
each 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 owner of such certificate, or his legal representative.  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 furnish the Corporation a bond in such form and
substance and with such surety 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.

                               Transfers of Stock

         Section 5.  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.

                               Fixing Record Date

         Section 6.  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 nor less than 10 days before the
date of such meeting, nor more than 60 days prior to any other action.  A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for
the adjourned meeting.

                             Registered Stockholder

         Section 7.  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.




                                    -15-
<PAGE>   19
                                   ARTICLE VI

                               General Provisions

                                   Dividends

         Section 1.  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
Corporation's capital stock, subject to the provisions of the Certificate of
Incorporation.

         Section 2.  Before declaration of any dividend, there may be set aside
out of any funds of the Corporation available for dividends such sum or sums as
the Board of Directors from time to time, in their absolute discretion, thinks
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 Board of Directors shall think conducive to the interests of the
Corporation, and the Board of Directors may thereafter abolish any such reserve
in its absolute discretion.

                                     Checks

         Section 3.  All checks, drafts or other orders for payment of money,
notes or other evidences of indebtedness, issued in the name of or payable to
the Corporation shall be signed by such officer or officers as the Board of
Directors or the President or any Vice President, acting jointly, may from time
to time designate.

         Section 4.  The President, any Vice President, the Secretary or the
Treasurer may enter into contracts and execute instruments on behalf of the
Corporation.  The Board of Directors, the President or any Vice President may
authorize any officer or officers, and any employee or employees or agent or
agents of the Corporation or any of its subsidiaries, to enter into any
contract or execute any instrument in the name of and on behalf of the
Corporation, and such authority may be general or confined to specific
instances.

                                  Fiscal Year

         Section 5.  The fiscal year of the Corporation shall be October 1
through September 30, unless otherwise fixed by resolution of the Board of
Directors.

                                    Notices

         Section 6.  Whenever, under the provisions of the statutes, the
Certificate of Incorporation or these Bylaws, notice is required to be given to
any director, it shall not be construed to require personal notice, but such
notice may be given in writing, by mail,





                                    -16-
<PAGE>   20
addressed to such director, at his address as it appears on the records of the
Corporation (unless prior to the mailing of such notice he shall have filed
with the Secretary a written request that notices intended for him be mailed to
some other address, in which case such notice shall be mailed to the address
designated in the request) 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; provided, however, that, in the case of notice of a special
meeting of the Board of Directors, if such meeting is to be held within seven
calendar days after the date of such notice, notice shall be deemed given as of
the date such notice shall be accepted for delivery by a courier service that
provides "opening of business next day" delivery, so long as at least one
attempt shall have been made, on or before the date such notice is accepted for
delivery by such courier service, to provide notice by telephone to each
director at his principal place of business and at his principal residence.
Notice to directors may also be given by telegram, by personal delivery or
telephone.

         Section 7.  Whenever any notice is required to be given under the
provisions of the statutes, the Certificate of Incorporation or these Bylaws, a
waiver thereof in writing, or by telegraph, cable or other written form of
recorded communication, signed by the person or persons entitled to said
notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

                                Annual Statement

         Section 8.  The Board of Directors shall present at each annual
meeting, and at any special meeting of the stockholders when called for by vote
of the stockholders, a full and clear statement of the business and condition
of the Corporation.

                                  ARTICLE VII

                                   Amendments

         Section l.  Except any amendment to this Article VII and to Article
II, Section 6, Article II, Section 10, Article III, Section 1 (as it relates to
increases in the number of directors), Article III, Section 2, the last
sentence of Article III, Section 3 (as it relates to removal of directors),
Article III, Section 4, Article III, Section 16 and Article VI, Section 6 of
these Bylaws, or any of such provisions, which shall require approval by the
affirmative vote of directors representing at least 75% of the number of
directors provided for in accordance with Article III, Section 1, and except as
otherwise expressly provided in a bylaw adopted by the stockholders as
hereinafter provided, the directors, by the affirmative vote of a majority of
the whole Board and without the assent or vote of the stockholders, may at any
meeting, make, repeal, alter, amend or rescind any of these Bylaws, provided
the substance of the proposed amendment or other action shall have been stated
in a notice of the meeting.





                                    -17-
<PAGE>   21
         Section 2.  These Bylaws may not be altered, amended or rescinded, and
new Bylaws may not be adopted, by the stockholders of the Corporation except by
the vote of the holders of not less than 75% of the total voting power of all
shares of stock of the Corporation entitled to vote in the election of
directors, considered for such purpose as one class.




                                    -18-