Exhibit 3.2
                                                                     -----------


                           AMENDED AND RESTATED BYLAWS
                           ---------------------------

                                       OF

                                WINSORTECH, INC.
                            (a Delaware corporation)

                                ________________

                                    ARTICLE I
                                    ---------

                                  STOCKHOLDERS
                                  ------------


      1. CERTIFICATES REPRESENTING STOCK. Certificates representing stock in the
corporation  shall be  signed  by,  or in the name of,  the  corporation  by the
Chairman or  Vice-Chairman  of the Board of  Directors,  if any, or by the Chief
Executive Officer,  the President or a Vice President and by the Treasurer or an
Assistant   Treasurer  or  the  Secretary  or  an  Assistant  Secretary  of  the
corporation.  Any  or  all  the  signatures  on any  such  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.

      Whenever the corporation  shall be authorized to issue more than one class
of stock or more  than one  series  of any  class of  stock,  and  whenever  the
corporation  shall  issue any  shares of its stock as  partly  paid  stock,  the
certificates  representing  shares  of any such  class or  series or of any such
partly  paid stock  shall set forth  thereon the  statements  prescribed  by the
General  Corporation  Law. Any  restrictions  on the transfer or registration of
transfer  of any  shares  of  stock  of any  class  or  series  shall  be  noted
conspicuously on the certificate representing such shares.

      The  corporation  may issue a new  certificate of stock or  uncertificated
shares in place of any  certificate  theretofore  issued by it,  alleged to have
been lost,  stolen,  or  destroyed,  and the Board of Directors  may require the
owner  of  the  lost,   stolen,   or   destroyed   certificate,   or  his  legal
representative,  to give the  corporation  a bond  sufficient  to indemnify  the
corporation  against  any claim  that may be made  against  it on account of the
alleged loss,  theft, or destruction of any such  certificate or the issuance of
any such new certificate or uncertificated shares.

      2. UNCERTIFICATED SHARES. Subject to any conditions imposed by the General
Corporation  Law,  the Board of  Directors  of the  corporation  may  provide by
resolution  or  resolutions  that some or all of any or all classes or series of
the stock of the corporation shall be uncertificated shares. Within a reasonable
time  after  the  issuance  or  transfer  of  any  uncertificated   shares,  the
corporation  shall send to the  registered  owner  thereof  any  written  notice
prescribed by the General Corporation Law.

      3.  FRACTIONAL  SHARE  INTERESTS.  The  corporation  may, but shall not be
required  to,  issue  fractions of a share.  If the  corporation  does not issue
fractions of a share,  it shall (1) arrange for the  disposition  of  fractional
interests by those entitled thereto, (2) pay in cash the fair value of fractions
of a share as of the time when those  entitled  to receive  such  fractions  are
determined,   or  (3)  issue  scrip  or  warrants  in  registered  form  (either
represented by a certificate or uncertificated) or bearer form (represented by a
certificate)  which  shall  entitle  the holder to receive a full share upon the
surrender of such scrip or warrants  aggregating a full share. A certificate for
a fractional  share or an  uncertificated  fractional  share shall, but scrip or
warrants  shall not unless  otherwise  provided  therein,  entitle the holder to
exercise voting rights, to receive dividends thereon,  and to participate in any
of the  assets  of the  corporation  in the event of  liquidation.  The Board of
Directors  may cause scrip or warrants  to be issued  subject to the  conditions
that they shall become void if not exchanged for  certificates  representing the
full shares or uncertificated full shares before a specified date, or subject to
the conditions that the shares for which scrip or warrants are  exchangeable may
be sold by the corporation and the proceeds  thereof  distributed to the holders
of scrip or  warrants,  or  subject to any other  conditions  which the Board of
Directors may impose.

                                       1

<PAGE>

                                                                     Exhibit 3.2
                                                                     -----------

      4.  AUTHORIZATION  FOR COMMON AND PREFFERED STOCK.  The corporation  shall
have  authority to issue forty million  (40,000,000)  shares of stock,  of which
thirty five million (35,000,000) shares shall be common stock, $ 0.01 par value,
and five million  (5,000,000) shares shall be preferred stock, $ 0.01 par value.
The Board of  Directors  may issue,  in one or more  class or series,  shares of
Preferred Stock, with full, limited,  multiple,  fractional or no voting rights,
and   with   such   designations,   preferences,   qualifications,   privileges,
limitations,  restrictions,  options,  conversion  rights  or other  special  or
relative rights as shall be fixed from time to time by the Board of Directors.

      Except as otherwise provided in any resolution or resolutions of the Board
of Directors  providing  for the issuance of any  particular  class or series of
Preferred  Stock,  the  number of shares of stock of any such class or series so
set forth in such  resolution or resolutions  may be increased or decreased (but
not below the number of shares of such class or series  then  outstanding)  by a
resolution or resolutions adopted by the Board of Directors.

      Except as otherwise provided in any resolution or resolutions of the Board
of Directors  providing  for the issuance of any  particular  class or series of
Preferred  Stock,   Preferred  Stock  redeemed  or  otherwise  acquired  by  the
Corporation shall assume the status of authorized but unissued  Preferred Stock,
shall be unclassified  as to class or series and may thereafter,  subject to the
provisions  of  this  Article  4.  and  to  any  restrictions  contained  in any
resolution or resolutions  of the Board of Directors  providing for the issue of
any such class or series of Preferred  Stock,  be reissued in the same manner as
other authorized but unissued Preferred Stock.

      5. STOCK  TRANSFERS.  Upon  compliance  with  provisions  restricting  the
transfer or registration  of transfer of shares of stock,  if any,  transfers or
registration  of transfers of shares of stock of the  corporation  shall be made
only on the stock ledger of the corporation by the registered holder thereof, or
by his attorney  thereunto  authorized  by power of attorney  duly  executed and
filed  with the  Secretary  of the  corporation  or with a  transfer  agent or a
registrar,  if any, and, in the case of shares  represented by certificates,  on
surrender of the certificate or  certificates  for such shares of stock properly
endorsed and the payment of all taxes due thereon.

      6.  RECORD  DATE FOR  STOCKHOLDERS.  In order  that  the  corporation  may
determine  the  stockholders  entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, the Board of Directors may fix a record
date,  which  record date shall not  precede the date upon which the  resolution
fixing the record date is adopted by the Board of  Directors,  and which  record
date shall not be more than sixty nor less than ten days before the date of such
meeting.  If no record date is fixed by the Board of Directors,  the record date
for  determining  stockholders  entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given,  or, if notice is waived,  at the close of business on
the day next preceding the day on which the meeting is held. A determination  of
stockholders  of  record  entitled  to  notice  of or to  vote at a  meeting  of
stockholders shall apply to any adjournment of the meeting;  provided,  however,
that the Board of Directors may fix a new record date for the adjourned meeting.
In order that the corporation may determine the stockholders entitled to consent
to corporate action in writing without a meeting, the Board of Directors may fix
a record  date,  which  record  date shall not  precede  the date upon which the
resolution  fixing the record  date is  adopted by the Board of  Directors,  and
which  date  shall  not be more  than ten days  after  the date  upon  which the
resolution  fixing the record date is adopted by the Board of  Directors.  If no
record  date has been  fixed by the  Board of  Directors,  the  record  date for
determining the stockholders  entitled to consent to corporate action in writing
without a meeting, when no prior action by the Board of Directors is required by
the General  Corporation  Law, shall be the first date on which a signed written
consent  setting  forth the action taken or proposed to be taken is delivered to
the  corporation by delivery to its registered  office in the State of Delaware,
its  principal  place of  business,  or an officer  or agent of the  corporation
having custody of the book in which  proceedings of meetings of stockholders are
recorded.  Delivery made to the corporation's registered office shall be by hand
or by certified or registered mail, return receipt requested.  If no record date
has been  fixed by the  Board of  Directors  and  prior  action  by the Board of
Directors  is  required  by the  General  Corporation  Law,  the record date for
determining  stockholders  entitled  to consent to  corporate  action in writing
without a  meeting  shall be at the  close of  business  on the day on which the
Board of Directors adopts the resolution taking such prior action. In order that
the  corporation may determine the  stockholders  entitled to receive payment of
any  dividend  or  other   distribution  or  allotment  of  any  rights  or  the
stockholders  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  record  date  shall not
precede  the date upon which the  resolution  fixing the record date is adopted,
and which record date shall be not

<PAGE>
                                                                     Exhibit 3.2
                                                                     -----------

more than  sixty days prior to such  action.  If no record  date is fixed by the
Board of Directors,  the record date for determining  stockholders  for any such
purpose  shall be at the  close of  business  on the day on which  the  Board of
Directors adopts the resolution relating thereto.

      7.  MEANING OF CERTAIN  TERMS.  As used  herein in respect of the right to
notice of a meeting of  stockholders  or a waiver  thereof or to  participate or
vote  thereat or to  consent or dissent in writing in lieu of a meeting,  as the
case may be,  the term  "share"  or  "shares"  or "share of stock" or "shares of
stock" or  "stockholder"  or  "stockholders"  refers to an outstanding  share or
shares of stock and to a holder or  holders of record of  outstanding  shares of
stock when the  corporation  is  authorized to issue only one class of shares of
stock,  and said reference is also intended to include any outstanding  share or
shares of stock and any  holder or holders  of record of  outstanding  shares of
stock of any class  upon  which or upon whom the  certificate  of  incorporation
confers  such rights  where there are two or more classes or series of shares of
stock or upon which or upon whom the General Corporation Law confers such rights
notwithstanding  that the certificate of incorporation may provide for more than
one class or series of  shares  of stock,  one or more of which are  limited  or
denied such rights thereunder;  provided, however, that no such right shall vest
in the event of an increase or a decrease in the authorized  number of shares of
stock of any class or series which is otherwise  denied  voting rights under the
provisions of the certificate of  incorporation,  except as any provision of law
may otherwise require.

      8. STOCKHOLDER MEETINGS.

            a.  TIME.  The annual  meeting  shall be held on the date and at the
time fixed, from time to time, by the directors,  provided, that the next annual
meeting shall be held on or before June 30th,  2003 and each  successive  annual
meeting  shall be held on a date within  thirteen  months  after the date of the
preceding annual meeting. A special meeting shall be held on the date and at the
time fixed by the directors.

            b. PLACE. Annual meetings and special meetings shall be held at such
place, within or without the State of Delaware,  as the directors may, from time
to time, fix.  Whenever the directors shall fail to fix such place,  the meeting
shall  be held at the  registered  office  of the  corporation  in the  State of
Delaware.

            c. CALL.  Annual meetings and special  meetings may be called by the
directors or by any officer instructed by the directors to call the meeting.

            d. NOTICE OR WAIVER OF NOTICE.  Written notice of all meetings shall
be given, stating the place, date, and hour of the meeting and stating the place
within  the  city or  other  municipality  or  community  at  which  the list of
stockholders of the corporation may be examined. The notice of an annual meeting
shall state that the meeting is called for the election of directors and for the
transaction of other  business  which may properly come before the meeting,  and
shall (if any other  action  which could be taken at a special  meeting is to be
taken at such annual  meeting)  state the purpose or  purposes.  The notice of a
special  meeting shall in all instances  state the purpose or purposes for which
the  meeting is called.  The notice of any  meeting  shall also  include,  or be
accompanied by, any additional statements,  information, or documents prescribed
by the General  Corporation  Law.  Except as  otherwise  provided by the General
Corporation Law, a copy of the notice of any meeting shall be given,  personally
or by mail,  not less than ten days nor more than sixty days  before the date of
the meeting,  unless the lapse of the prescribed  period of time shall have been
waived,  and directed to each stockholder at his record address or at such other
address  which he may have  furnished by request in writing to the  Secretary of
the corporation. Notice by mail shall be deemed to be given when deposited, with
postage thereon prepaid, in the United States Mail. If a meeting is adjourned to
another time, not more than thirty days hence,  and/or to another place,  and if
an  announcement  of the adjourned time and/or place is made at the meeting,  it
shall not be  necessary  to give  notice of the  adjourned  meeting  unless  the
directors,  after adjournment,  fix a new record date for the adjourned meeting.
Notice  need not be given to any  stockholder  who  submits a written  waiver of
notice  signed by him before or after the time stated  therein.  Attendance of a
stockholder at a meeting of stockholders  shall constitute a waiver of notice of
such meeting,  except when the  stockholder  attends the meeting for the express
purpose of objecting, at the beginning of the meeting, to the transaction of any
business  because the meeting is not lawfully  called or  convened.  Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the stockholders need be specified in any written waiver of notice.

                                       3

<PAGE>

                                                                     Exhibit 3.2
                                                                     -----------

            e. STOCKHOLDER  LIST. The officer 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,  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 or other  municipality  or community
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.  The stock ledger  shall be the only  evidence as to who are the
stockholders  entitled to examine the stock  ledger,  the list  required by this
section  or  the  books  of the  corporation,  or to  vote  at  any  meeting  of
stockholders.

            f.  CONDUCT  OF  MEETING.  Meetings  of the  stockholders  shall  be
presided over by one of the following  officers in the order of seniority and if
present and acting - the Chairman of the Board, if any, the Vice-Chairman of the
Board, if any, the President, a Vice President,  or, if none of the foregoing is
in  office  and  present  and  acting,  by  a  chairman  to  be  chosen  by  the
stockholders.  The Secretary of the corporation, or in his absence, an Assistant
Secretary, shall act as secretary of every meeting, but if neither the Secretary
nor an Assistant  Secretary is present the Chairman of the meeting shall appoint
a secretary of the meeting.

            g. PROXY  REPRESENTATION.  Every  stockholder may authorize  another
person or persons to act for him by proxy in all matters in which a  stockholder
is entitled to participate,  whether by waiving notice of any meeting, voting or
participating at a meeting,  or expressing consent or dissent without a meeting.
Every proxy must be signed by the  stockholder  or by his  attorney-in-fact.  No
proxy  shall be voted or acted upon after  three years from its date unless such
proxy provides for a longer  period.  A duly executed proxy shall be irrevocable
if it states that it is irrevocable  and, if, and only as long as, it is coupled
with an interest  sufficient in law to support an irrevocable power. A proxy may
be made irrevocable  regardless of whether the interest with which it is coupled
is an interest in the stock itself or an interest in the corporation generally.

            h. INSPECTORS.  The directors,  in advance of any meeting,  may, but
need not,  appoint one or more  inspectors  of election to act at the meeting or
any adjournment  thereof.  If an inspector or inspectors are not appointed,  the
person  presiding  at the  meeting  may,  but  need  not,  appoint  one or  more
inspectors.  In case any person who may be appointed  as an  inspector  fails to
appear or act, the vacancy may be filled by appointment made by the directors in
advance of the meeting or at the meeting by the person presiding  thereat.  Each
inspector,  if any, before entering upon the discharge of his duties, shall take
and sign an oath  faithfully to execute the duties of inspectors at such meeting
with  strict  impartiality  and  according  to  the  best  of his  ability.  The
inspectors,  if any, shall  determine the number of shares of stock  outstanding
and the voting power of each,  the shares of stock  represented  at the meeting,
the existence of a quorum, the validity and effect of proxies, and shall receive
votes,  ballots,  or consents,  hear and determine all  challenges and questions
arising in  connection  with the right to vote,  count and  tabulate  all votes,
ballots,  or consents,  determine the result,  and do such acts as are proper to
conduct the election or vote with  fairness to all  stockholders.  On request of
the person presiding at the meeting, the inspector or inspectors,  if any, shall
make a report in writing of any challenge, question, or matter determined by him
or them and execute a  certificate  of any fact found by him or them.  Except as
otherwise  required by subsection (e) of Section 231 of the General  Corporation
Law, the provisions of that Section shall not apply to the Corporation.

            i. QUORUM.  The holders of a majority of the  outstanding  shares of
stock shall constitute a quorum at a meeting of stockholders for the transaction
of any business.  The  stockholders  present may adjourn the meeting despite the
absence of a quorum.

            j. VOTING.  Each share of stock shall entitle the holders thereof to
one vote.  Directors  shall be elected by a plurality of the votes of the shares
present in person or represented by proxy at the meeting and entitled to vote on
the election of directors. Any other action shall be authorized by a majority of
the votes cast except where the General  Corporation  Law prescribes a different
percentage of votes and/or a different  exercise of voting power,  and except as
may  be  otherwise   prescribed  by  the   provisions  of  the   certificate  of
incorporation and these Bylaws. In the election of directors,  and for any other
action, voting need not be by ballot.

                                       4

<PAGE>
                                                                     Exhibit 3.2
                                                                     -----------

      9. STOCKHOLDER ACTION WITHOUT MEETINGS. Any action required by the General
Corporation Law to be taken at any annual or special meeting of stockholders, or
any action which may be taken at any annual or special meeting of  stockholders,
may be taken  without a meeting,  without  prior notice and without a vote, if a
consent in writing,  setting  forth the action so taken,  shall be signed by the
holders of  outstanding  stock having not less than the minimum  number of votes
that would be  necessary  to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted. Prompt notice of the
taking of the corporate action without a meeting by less than unanimous  written
consent shall be given to those  stockholders who have not consented in writing.
Action taken  pursuant to this  paragraph  shall be subject to the provisions of
Section 228 of the General Corporation Law.

                                   ARTICLE II

                                    DIRECTORS
                                    ---------

      1. FUNCTIONS AND  DEFINITION.  The business and affairs of the corporation
shall be  managed by or under the  direction  of the Board of  Directors  of the
corporation.  The  Board  of  Directors  shall  have  the  authority  to fix the
compensation of the members thereof.  The use of the phrase "whole board" herein
refers to the total  number of  directors  which the  corporation  would have if
there were no vacancies.

      2.  QUALIFICATIONS  AND NUMBER.  A director need not be a  stockholder,  a
citizen  of the  United  States,  or a resident  of the State of  Delaware.  The
current Board of Directors shall consist of four (4) persons,  and the number of
directors shall be fixed from time to time exclusively  pursuant to a resolution
adopted by the Board of  Directors,  but shall consist of not more than nine (9)
nor less than one (1) directors.  The number of directors constituting the whole
board may be  increased or  decreased  by action of the  stockholders  or of the
directors.

      3.  ELECTION AND TERM.  Subject to the rights of the holders of any series
of Preferred  Stock, or any other series or class of stock as set forth in these
Bylaws, to elect directors under specified  circumstances  (such directors being
referred to as  "Specified  Directors").  The  directors,  other than  Specified
Directors,  shall be divided,  with respect to the time for which they severally
hold  office,  into three  classes,  as nearly  equal in number of  directors as
practicable,  the term of office of the first class ("Class I") to expire at the
2003 annual meeting of  shareholders,  the term of the second class ("Class II")
to expire at the 2004 annual meeting of  shareholders  and the term of office of
the  third  class  ("Class  III")  to  expire  at the  2005  annual  meeting  of
shareholders.  Each director shall hold office until his or her successor  shall
have been duly elected and qualified.  At each annual  meeting of  shareholders,
commencing  with the 2003 annual  meeting,  directors  elected to succeed  those
directors  whose  terms then  expire  shall be  elected  for a term of office to
expire at the third  succeeding  annual  meeting  of  shareholders  after  their
election,  with each  director to hold office until his or her  successor  shall
have been duly elected and  qualified.  Vacancies  may be filled by the Board of
Directors at any time except as otherwise  provided in these Bylaws with respect
to Specified Directors. Directors may be elected by the shareholders to fill any
vacancy for an unexpired term on the Board of Directors,  regardless of how such
vacancy has been  created,  only if and when  authorized  by a resolution of the
Board of Directors. The Board of Directors shall increase or decrease the number
of directors in one or more classes as may be appropriate  whenever it increases
or decreases the number of directors to  constitute  the full Board of Directors
in order to ensure that the three  classes shall be as nearly equal in number of
directors as practicable. The Chief Executive Officer shall be designated by the
Board of Directors.

      4. MEETINGS.

            a. TIME. Meetings shall be held at such time as the Board shall fix,
except  that the first  meeting of a newly  elected  Board shall be held as soon
after its election as the directors may conveniently assemble.

            b. PLACE. Meetings shall be held at such place within or without the
State of Delaware as shall be fixed by the Board.

            c. CALL.  No call shall be required  for regular  meetings for which
the time and place have

                                       5

<PAGE>
                                                                     Exhibit 3.2
                                                                     -----------

been  fixed.  Special  meetings  may be  called  by or at the  direction  of the
Chairman of the Board,  if any, the  Vice-Chairman  of the Board, if any, of the
President, or of a majority of the directors in office.

            d.  NOTICE OF  ACTUAL OR  CONSTRUCTIVE  WAIVER.  No notice  shall be
required  for  regular  meetings  for which the time and place have been  fixed.
Written,  oral, or any other mode of notice of the time and place shall be given
for  special  meetings in  sufficient  time for the  convenient  assembly of the
directors thereat.  Notice need not be given to any director or to any member of
a committee of directors  who submits a written  waiver of notice  signed by him
before or after the time  stated  therein.  Attendance  of any such  person at a
meeting  shall  constitute  a waiver of notice of such  meeting,  except when he
attends a meeting for the express purpose of objecting,  at the beginning of the
meeting,  to the transaction of any business because the meeting is not lawfully
called or convened.  Neither the business to be transacted  at, nor, the purpose
of, any regular or special  meeting of the  directors  need be  specified in any
written waiver of notice.

            e. QUORUM AND ACTION. A majority of the whole Board shall constitute
a quorum except when a vacancy or vacancies prevents such majority,  whereupon a
majority of the directors in office shall  constitute a quorum,  provided,  that
such majority shall constitute at least one-third of the whole Board. A majority
of the  directors  present,  whether or not a quorum is  present,  may adjourn a
meeting to another  time and place.  Except as herein  otherwise  provided,  and
except as  otherwise  provided by the General  Corporation  Law, the vote of the
majority  of the  directors  present  at a meeting  at which a quorum is present
shall be the act of the Board.  The quorum and voting  provisions  herein stated
shall  not be  construed  as  conflicting  with any  provisions  of the  General
Corporation  Law and these Bylaws  which  govern a meeting of directors  held to
fill  vacancies  and  newly  created  directorships  in the  Board or  action of
disinterested directors.

            Any member or members of the Board of Directors or of any  committee
designated by the Board,  may participate in a meeting of the Board, or any such
committee,  as the case may be,  by means of  conference  telephone  or  similar
communications  equipment  by means of which all  persons  participating  in the
meeting can hear each other.

            f. CHAIRMAN OF THE MEETING. The Chairman of the Board, if any and if
present and acting, shall preside at all meetings.  Otherwise, the Vice-Chairman
of the Board, if any and if present and acting, or the President, if present and
acting, or any other director chosen by the Board, shall preside.

      5.  REMOVAL OF  DIRECTORS.  Except as may  otherwise  be  provided  by the
General  Corporation  Law, any director or the entire Board of Directors  may be
removed,  with or without cause, by the holders of a majority of the shares then
entitled to vote at an election of directors.

      6.  COMMITTEES.  The Board of  Directors  may, by  resolution  passed by a
majority of the whole Board, designate one or more committees, each committee to
consist  of one or more of the  directors  of the  corporation.  The  Board  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 any  member  of  any  such  committee  or
committees,  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, shall have and
may  exercise  the  powers  and  authority  of the  Board  of  Directors  in the
management of the business and affairs of the corporation  with the exception of
any  authority  the  delegation  of which is  prohibited  by Section  141 of the
General  Corporation  Law, and may authorize the seal of the  corporation  to be
affixed to all papers which may require it.

      7.  WRITTEN  ACTION.  Any action  required or permitted to be taken at any
meeting of the Board of Directors or any committee  thereof may be taken without
a meeting if all members of the Board or committee,  as the case may be, consent
thereto in writing,  and the  writing or writings  are filed with the minutes of
proceedings of the Board or committee.

                                       6

<PAGE>
                                                                     Exhibit 3.2
                                                                     -----------

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

                                    OFFICERS
                                    --------


      The  officers  of the  corporation  shall  consist  of a  Chief  Executive
Officer,  a President,  a  Secretary,  a  Treasurer,  and, if deemed  necessary,
expedient,  or desirable by the Board of Directors,  a Chairman of the Board,  a
Vice-Chairman  of the  Board,  an  Executive  Vice-President,  one or more other
Vice-Presidents,  one or  more  Assistant  Secretaries,  one or  more  Assistant
Treasurers,  and such other  officers with such titles as the  resolution of the
Board of Directors  choosing  them shall  designate.  Except as may otherwise be
provided in the  resolution  of the Board of Directors  choosing him, no officer
other  than the  Chairman  or  Vice-Chairman  of the  Board,  if any,  need be a
director. Any number of offices may be held by the same person, as the directors
may determine.

      Unless  otherwise  provided in the  resolution  choosing him, each officer
shall be chosen for a term which shall  continue  until the meeting of the Board
of Directors  following the next annual  meeting of  stockholders  and until his
successor shall have been chosen and qualified.

      All officers of the corporation shall have such authority and perform such
duties in the management and operation of the corporation as shall be prescribed
in the  resolutions  of the Board of Directors  designating  and  choosing  such
officers  and  prescribing  their  authority  and  duties,  and shall  have such
additional  authority  and duties as are incident to their office  except to the
extent that such resolutions may be inconsistent therewith.  The Secretary or an
Assistant  Secretary of the  corporation  shall record all of the proceedings of
all meetings and actions in writing of stockholders,  directors,  and committees
of  directors,  and shall  exercise such  additional  authority and perform such
additional  duties as the Board shall assign to him. Any officer may be removed,
with or without cause, by the Board of Directors.  Any vacancy in any office may
be filled by the Board of Directors.


                                   ARTICLE IV
                                   ----------

                                 CORPORATE SEAL
                                 --------------


      The corporate  seal shall be in such form as the Board of Directors  shall
prescribe.


                                    ARTICLE V
                                    ---------

                                   FISCAL YEAR
                                   -----------


      The fiscal year of the corporation shall be fixed, and shall be subject to
change, by the Board of Directors.


                                   ARTICLE VI
                                   ----------

                               CONTROL OVER BYLAWS
                               -------------------


      Subject to the  provisions of the  certificate  of  incorporation  and the
provisions of the General  Corporation Law, the power to amend, alter, or repeal
these  Bylaws and to adopt new Bylaws may be exercised by the Board of Directors
or by the stockholders.


                                       7