Exhibit 3.2

                                     BYLAWS
                                       OF
                            HYPERDYNAMICS CORPORATION
           (a Delaware corporation - Formerly RAM-Z ENTERPRISES, INC.)


                                    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
     (a) the Chairman or Vice- Chairman of the Board of Directors, if any, or by
     the President or a Vice President and (b) 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.   UNCERTLFICATED  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


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     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.

4.   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.

5.   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


     <PAGE> 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 daze 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 die record date
     is adopted, and which record date shall be not more than sixty days prior
     to such action. If no record date is fixed, 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.

6.   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.


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     7.   STOCKHOLDER MEETINGS.
     -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 first annual
     meeting shall be held on a date within thirteen months after the
     organization of the corporation, 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.

     -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.

     -CALL. Annual meetings and special meetings may be called by the directors
     or by any officer instructed by the directors to call the meeting. Special
     meetings must also be called upon the instruction of one or more
     stockholders holding singly or collectively at least 20% of the outstanding
     common stock in the corporation.

     -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


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     regular or special meeting of the stockholders need be specified in any
     written waiver of notice.

     -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.

     -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.

     - 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.

     -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


<PAGE>
     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.

     -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.

     -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.


8.   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.

9.   STOCKHOLDER PROPOSALS. At an annual or a special 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 or special meeting business must be (a) specified in the notice of
     meeting (or any supplement thereto) given by or at the direction of the
     Chairman of the Board, the President, or


<PAGE>
     the Board of Directors, (b) otherwise properly brought before the meeting
     by or at the direction of the Chairman of the Board, the President, or the
     Board of Directors, or (c) otherwise properly brought before the meeting by
     a stockholder. No proposal by a stockholder shall be presented at an annual
     or a special meeting of stockholders unless such stockholder shall provide
     the Board of Directors or the Secretary of the corporation with timely
     written notice of intention to present a proposal for action at the
     forthcoming meeting of stockholders, which notice shall include (a) the
     name and address of such stockholder, (b) the number of voting securities
     he or she holds of record and which he or she holds beneficially, (C) the
     text of the proposal to be presented at the meeting, (d) a statement in
     support of the proposal, and (e) any material interest of the stockholder
     in such proposal. 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 60 days nor more than 90 days prior to the
     meeting; provided. however, that in the event that less than 70 days'
     notice or prior public disclosure of the date of the meeting is given or
     made to stockholders, notice by the stockholder to be timely must be so
     received not later than the close of business on the fifth (5th) day
     following the day on which such notice of the date of the annual meeting
     was mailed or such public disclosure was made. Any stockholder may make any
     other proposal at an annual or special meeting of stockholders and the same
     may be discussed and considered, but unless stated in writing and filed
     with the Board of Directors or the Secretary prior to the date set forth
     above, no action with respect to such proposal shall be taken at such
     meeting and such proposal shall be laid over for action at an adjourned,
     special, or annual meeting of the stockholders taking place no earlier than
     60 days after such meeting. This provision shall not prevent the
     consideration and approval or disapproval at an annual meeting of reports
     of officers, directors, and committees; but in connection with such
     reports, no new business shall be acted upon at such annual meeting unless
     stated and filed as provided in these Bylaws. Notwithstanding anything in
     the Bylaws to the contrary, no business shall be conducted at any annual or
     special meeting except in accordance with the procedures set forth in this
     these Bylaws. The chairman of the annual meeting shall, if the facts
     warrant, determine and declare to the meeting that business was not
     properly brought before the meeting and in accordance with the provisions
     of these Bylaws, 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. Notwithstanding any other provision of these Bylaws, the
     corporation shall be under no obligation to include any stockholder
     proposal in its proxy statement materials or otherwise present any such
     proposal to stockholders at a special or annual meeting of stockholders if
     the Board of Directors reasonably believes the proponents thereof have not
     complied with Sections 13 and 14 of the Securities Exchange Act of 1934. as
     amended, and the rules and regulations promulgated thereunder, and the
     corporation shall not be required to include in its proxy statement
     material to stockholders any stockholder proposal not required to be
     included in its proxy material to stockholders in accordance with such Act,
     rules, or regulations.

10.  NOMINATION OF DIRECTORS. Only persons who are nominated in accordance
     with the procedures of these Bylaws shall be eligible for election as
     directors. Subject


<PAGE>
     to the rights of holders of any class or series of stock having a
     preference over the common stock as to dividends or upon liquidation,
     nominations for the election of directors may be made by the Board of
     Directors or by any stockholder entitled to vote in the election of
     directors generally who complies with the notice procedures set forth in
     this these Bylaws. Any stockholder entitled to vote in the election of
     directors generally may nominate one or more persons for election as a
     director at a meeting only if timely written notice of such stockholder's
     intent to make such nomination or nominations has been given, either by
     personal delivery or by U.S. mail, first class postage prepaid, return
     receipt requested, 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 60 days nor
     more than 90 days prior to the meeting; provided, however, that in the
     event that less than 70 days' notice or prior public disclosure of the date
     of the meeting is give or made to stockholders, notice by the stockholder
     to be timely must be so received not later than the close of business on
     the fifth (5th) day following the day on which such notice of the date of
     the meeting was mailed or such public disclosure was made. Each such notice
     shall set forth: (a) the name and address of the stockholder who intends to
     make the nomination, (b) the name, age, business address, and home address
     of the person or persons to be nominated; (c) the principal occupation of
     the person or persons nominated; (d) a representation that the stockholder
     is a holder of record of stock of the corporation entitled to vote at such
     meeting and intends to appear in person or by proxy at the meeting and
     intends to appear at the meeting to nominate the person or persons
     specified in the notice; (e) a description of all arrangements or
     understandings between the stockholder and each nominee and any other
     person or persons (naming such person or persons) pursuant to which the
     nomination or nominations are to be made by the stockholder; (f) such other
     information regarding each nominee proposed by such stockholder as would be
     required to be included in a proxy statement filed pursuant to the rules of
     the Securities and Exchange Commission, had the nominee been nominated, or
     intended to be nominated, by the Board of Directors; and (g) the consent of
     each nominee to serve as a director of the corporation if so elected. 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. No person shall be
     eligible for election as a Director of the corporation unless nominated in
     accordance with the procedures set forth in these Bylaws. 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 the Bylaws, and if he should so determine, he shall so
     declare to the meeting and the defective nomination shall be disregarded.

                                   ARTICLE II

                                    DIRECTORS

<PAGE>
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 resident of the State of Delaware. The
     initial Board of Directors shall consist of three persons. Thereafter the
     number of directors constituting the whole board shall be at least one.
     Subject to the foregoing limitation and except for the first Board of
     Directors, such number may be fixed from time to time by action of the
     stockholders or of the directors, or, if the number is not fixed, the
     number shall be three. The number of directors may be increased or
     decreased by action of the stockholders or of the directors.

3.   ELECTION AND TERM. The first Board of Directors, unless the members
     thereof shall have been named in the certificate of incorporation, shall be
     elected by the incorporator or incorporators and shall hold office until
     the first annual meeting of stockholders and until their successors are
     elected and qualified or until their earlier resignation or removal. Any
     director may resign at any time upon written notice to the corporation.
     Thereafter, directors who are elected at an annual meeting of stockholders,
     and directors who are elected in the interim to fill vacancies and newly
     created directorships, shall hold office until the next annual meeting of
     stockholders and until their successors are elected and qualified or until
     their earlier resignation or removal. Except as the General Corporation Law
     may otherwise require, in the interim between annual meetings of
     stockholders or of special meetings of stockholders called for the election
     of directors and/or for the removal of one or more directors and for the
     filling of any vacancy in that connection, newly created directorships and
     any vacancies In the Board of Directors, including unfilled vacancies
     resulting from the removal of directors for cause or without cause, may be
     filled by the vote of a majority of the remaining directors then in office,
     although less than a quorum, or by the sole remaining director.

     4.   MEETINGS.
     -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.

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

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

<PAGE>
     -NOTICE OR 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 be 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.

     -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.

     -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


<PAGE>
     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.

8.   COMPENSATION. Unless otherwise restricted by the certificate of
     incorporation, the Board of Directors shall have the authority to fix the
     compensation of directors. No provision of these Bylaws shall be construed
     to preclude any director from serving the corporation in any other capacity
     and receiving compensation therefor.

9.   RELIANCE. Each director and each member of any committee designated by
     the Board of Directors shall, in the performance of his duties, be fully
     protected in relying in good faith upon the books of account or reports
     made to the corporation by any of its officers, or by an independent
     certified public accountant, or by an appraiser selected with reasonable
     care by the Board of Directors or by any such committee, or in relying in
     good faith upon other records of the corporation.

                                   ARTICLE III

                                    OFFICERS

1.   OFFICES AND QUALIFICATIONS. The officers of the corporation shall
     consist of 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.

2.   TERM. 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. Any officer
     may resign at any time upon written notice to


<PAGE>
     the  corporation.  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.

3.   COMPENSATION. The salaries of all officers and agents of the
     corporation shall be fixed by the Board of Directors or pursuant to its
     direction; no officer shall be prevented from receiving such salary by
     reason of his also being a director.

4.   AUTHORITY AND DUTIES. 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. In addition to the preceding, the officers
     of the corporation shall have the following authority and duties:

     -CHAIRMAN OF THE BOARD. The Chairman of the Board (if such office is
     created by the Board) shall preside at all meetings of the Board of
     Directors or of the stockholders of the corporation. In the Chairman's
     absence, such duties shall be attended to by the Vice Chairman of the Board
     (if any, but if there is more than one, the Vice Chairman who is senior in
     terms of time as such) or (if there is no Vice Chairman) by the President.
     The Chairman shall formulate and submit to the Board of Directors or the
     executive committee (if any) matters of general policy of the corporation
     and shall perform such other duties as usually appertain to the office or
     as may be prescribed by the Board of Directors or the executive committee.

     -VICE CHAIRMEN OF THE BOARD, in the absence of the Chairman of the Board,
     or in the event of his inability or refusal to act, the Vice Chairman (if
     any, but if there is more than one, the Vice Chairman who is senior in
     terms of time as such) shall perform the duties and exercise the powers of
     the Chairman of the Board, and when acting shall have all the powers of and
     be subject to all the restriction upon the Chairman of the Board. In the
     absence of the Chairman of the Board, such Vice Chairman shall preside at
     all meetings of the Board of Directors or of the stockholders of the
     corporation. In the Chairman's and Vice Chairmen's absence, such duties
     shall be attended to by the President. The Vice Chairmen shall perform such
     other duties, and shall have such other powers, as from time to time may be
     assigned to them by the Board of Directors or the executive committee (if
     any).

     -PRESIDENT. The President shall be the chief executive officer of the
     corporation and, subject to the control of the Board of Directors, shall in
     general manage, supervise and control the properties, business and affairs
     of the corporation with all such powers as may be reasonably incident to
     such responsibilities. Unless the Board of Directors otherwise determines,
     the President shall have the authority to agree upon and execute all
     leases, contracts, evidences of indebtedness and other obligations in the
     name of the corporation. In the absence of the Chairman of the Board, the
     President shall preside at all meetings of the Stockholders and (should he
     be a director) of the Board of Directors. He may also preside at any such
     meeting


<PAGE>
     attended by the Chairman of the Board if he is so designated by the
     Chairman. He shall have the power to appoint and remove subordinate
     officers, agents and employees, except those elected or appointed by the
     Board of Directors. The President shall keep the Board of Directors and the
     Executive Committee fully informed and shall consult them concerning the
     business of the corporation. He may sign with the Secretary or any other
     officer of the corporation thereunto authorized by the Board of Directors,
     certificates for shares of the corporation and any deeds, bonds, mortgages,
     contracts, checks, notes, drafts or other instruments which the Board of
     Directors has authorized to be executed, except in cases where the signing
     and execution thereof has been expressly delegated by these by-laws or by
     the Board of Directors to some other officer or agent of the corporation,
     or shall be required by law to be otherwise executed. He shall vote, or
     give a proxy to any other officer of the corporation to vote all shares of
     stock of any other corporation standing in the name of the corporation and
     shall exercise any and all rights and powers which this corporation may
     possess by reason of its ownership of securities in such other corporation
     and in general he shall perform all other duties normally incident to the
     office of President and such other duties, and shall have such other
     powers, as may be prescribed by the stockholders, the Board of Directors or
     the Executive Committee (if any) from time to time.

     -VICE PRESIDENTS. In the absence of the President, or in the event of his
     inability or refusal to act, the Executive Vice President (or in the event
     there shall be no Vice President designated Executive Vice President, any
     Vice President designated by the Board) shall perform the duties and
     exercise the powers of the President, and when so acting shall have all the
     powers of and be subject to all the restrictions upon the President. In the
     absence of a designation by the Board of Directors of a Vice President to
     perform the duties of the President, or in the event of his absence or
     inability or refusal to act, the Vice President who is present and who is
     senior in terms of time as a Vice President of the corporation shall so
     act. Any Vice President may sign, with the Secretary or Assistant
     Secretary, certificates for shares of the corporation. The Vice Presidents
     shall perform such other duties, and shall have such other powers, as from
     time to time may be assigned to them by the President, the Board of
     Directors or the executive committee (if any).

     -SECRETARY. The Secretary shall (a) keep the minutes of the meetings of the
     stockholders, the Board of Directors and committees of directors; (b) see
     that all notices are duly given in accordance with the provisions of these
     by-laws and as required by law; (c) be custodian of the corporate records
     and of the seal of the corporation, and see that the seal of the
     corporation or a facsimile thereof is affixed to all certificates for
     shares prior to the issue thereof and to all documents, the execution of
     which on behalf of the corporation under its seal is duly authorized in
     accordance with the provisions of these by-laws and attest the affixation
     of the seal of the corporation thereto; (d) keep or cause to be kept a
     register of the post office address of each stockholder which shall be
     furnished by such stockholder; (e) sign with the President, or an Executive
     Vice President or Vice President, certificates for shares of the
     corporation, the issue of which shall have been authorized by resolution of
     the


<PAGE>
     Board of Directors; (f) have general charge of the stock transfer books of
     the corporation, which may be kept (subject to any provision contained in
     the General Corporation Law) outside the State of Delaware at such place or
     places as may be designated from time to time by the Board of Directors;
     and (g) in general, perform all duties normally incident to the office of
     Secretary and such other duties, and shall have such other powers, as from
     time to time may be assigned to him by the President, the Board of
     Directors or the executive committee (if any).

     -TREASURER. If required by the Board of Directors, the Treasurer shall give
     a bond for the faithful discharge of his duties in such sum and with such
     surety or sureties as the Board of Directors shall determine. He shall (a)
     have charge and custody of and be responsible for all funds and securities
     of the corporation; receive and give receipts for moneys due and payable to
     the corporation from any source whatsoever and deposit all such moneys in
     the name of the corporation in such banks, trust companies or other
     depositories as shall be selected in accordance with the provisions of
     these Bylaws; (b) prepare, or cause to be prepared, for submission at each
     regular meeting of the Board of Directors, at each annual meeting of the
     stockholders, and at such other times as may be required by the Board of
     Directors, the President or the executive committee (if any), a statement
     of financial condition of the corporation in such detail as may be
     required; and (c) in general, perform all the duties incident to the office
     of Treasurer and such other duties, and shall have such other powers, as
     from time to time may be assigned to him by the President, the Board of
     Directors or the executive committee (if any).

     -ASSISTANT SECRETARY OR TREASURER The Assistant Secretaries and Assistant
     Treasures shall, in general, perform such duties and have such powers as
     shall be assigned to them by the Secretary or the Treasurer, respectively,
     or by the President, the Board of Directors or the Executive Committee. The
     Assistant Secretaries and Assistant Treasurers shall, in the absence or
     inability or refusal to act of the Secretary or Treasurer, respectively,
     perform all functions and duties which such absent officers may delegate,
     but such delegation shall not relieve the absent officer from the
     responsibilities and liabilities of his office. The Assistant Secretaries
     may sign, with the President or a Vice President, certificates for shares
     of the corporation, the issue of which shall have been authorized by a
     resolution of the Board of Directors. The Assistant Treasurers shall
     respectively, if required by the Board of Directors, give bonds for the
     faithful discharge of their duties in such sums and with such sureties as
     the Board of Directors shall determine.

                                   ARTICLE IV

                                 INDEMNIFICATION

1.   INDEMIFICATION. This corporation shall, to the maximum extent
     permitted from time to time under the law of the State of Delaware,
     indemnify and upon request shall advance expenses to any person who is or
     was a party or is threatened to be made a party to any threatened, pending
     or completed action, suit, proceeding or claim, whether civil, criminal,
     administrative or investigative, by reason of the fact that such person is
     or was or has agreed to be a director or officer of this corporation or any
     of its direct or indirect subsidiaries or while such a director or officer
     is or was serving at the request of this corporation as a director,
     officer, partner, trustee, employee or agent of any corporation,
     partnership, joint venture, trust or other enterprise, including service
     with respect to employee benefit plans, against expenses (including
     attorney's fees and expenses), judgments, fines, penalties and amounts paid
     in settlement incurred in connection with the investigation, preparation to
     defend or defense of such action, suit, proceeding or claim: provided,
     however, that the foregoing shall not require this corporation to indemnify
     or advance expenses to any person in connection with any action, suit,
     proceeding, claim or counterclaim initiated by or on behalf of such person.
     Such indemnification shall not be exclusive of other indemnification rights
     arising under any bylaws, agreement, vote of directors or stockholders or
     otherwise and shall inure to the benefit of the heirs and legal
     representatives of such person. Any person seeking indemnification under
     this Article IV shall be deemed to have met the standard of conduct
     required for such indemnification unless the contrary shall be established.

2.   INSURANCE. The corporation may purchase and maintain insurance on
     behalf of any person who is or was a director, officer, employee or agent
     of the corporation, or is or was serving at the request of the corporation
     as a director, officer, employee or agent of another corporation,
     partnership, joint venture, trust or other enterprise against any liability
     asserted against him and incurred by him in any such capacity, or arising
     out of his status as such, whether or not the corporation would have the
     power to indemnify him against such liability under the provisions of this
     Article IV of the by-laws.

3.   DEFINITIONS. For purposes of this Article IV, reference to the
     "corporation" shall include, in addition to the resulting corporation, any
     constituent corporation (including any constituent of a constituent)
     absorbed in a consolidation or merger which, if its separate existence has
     continued, would have had power and authority to indemnify its directors,
     officers and employees or agents, so that any person who is or was a
     director, officer, employee or agent of such constituent corporation, or is
     or was serving at the request of such constituent corporation as a
     director, officer, employee or agent of another corporation, partnership,
     joint venture, trust or other enterprise, shall stand in the same position
     under the provisions of this Article IV with respect to the resulting or
     surviving corporation as he would have with respect to such constituent
     corporation if its separate existence had continued. For purposes of this
     Article IV, references to "other enterprises" shall include employee
     benefit plans; references to "fines" shall include any excise taxes
     assessed on a person with respect to any employee benefit plan; and
     references to "serving at the request of the corporation" shall include any
     service as a director, officer, employee or agent of the corporation which
     imposes duties on. or involves services by. such director, officer,
     employee, or agent with respect to an employee benefit plan, its
     participants, or beneficiaries; and a person who acted in good faith and in
     a manner he reasonably believed to be in the interest of the participants
     and beneficiaries of an employee


<PAGE>
     benefit  plan  shall  be  deemed  to have acted in a manner "not opposed to
     the best interests of the corporation" as referred to in this Article IV.

                                    ARTICLE V

                                    DIVIDENDS

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

2.   RESERVE. Before payment of any dividend, there may be set aside out of
     any funds of the corporation available for dividends such sum or sums as
     the Board of Directors from time to time, in its absolute discretion, shall
     think proper as a reserve or reserves to meet contingencies, or for
     equalizing dividends, o4 for repairing or maintaining any property of the
     corporation, or for such other purpose as the Board of Directors shall
     think conducive to the interest of the corporation, and the Directors may
     modify or abolish any such reserve in the manner in which it was created.


                                   ARTICLE VI

                                 CORPORATE SEAL

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


                                   ARTICLE VII

                                   FISCAL YEAR

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

                                  ARTICLE VIII

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.