Exhibit 3.2


                           AMENDED AND RESTATED BYLAWS
                                       OF
                                    HCIA INC.

                                    ARTICLE I

                                  STOCKHOLDERS

         Section 1. Annual  Meeting.  The annual meeting of  stockholders of the
Corporation  shall be held each year at the principal  office of the Corporation
in the State of Maryland,  or at such other place, during the month of April, at
such date,  hour and place  within or  without  the State as may be fixed by the
Board  of  Directors  for the  purpose  of  election  of  Directors  and for the
transaction of such other business as may properly come before the meeting.

         Section 2. Special  Meeting.  A special meeting of stockholders  may be
called by the Board of Directors or by the President to be held at the principal
office of the Corporation in the State of Maryland or at such other place as may
be  determined  by the Board of Directors  when such meeting is called.  Special
meetings of stockholders  shall also be called by the Secretary upon the written
request of the  holders of shares  entitled to cast not less than 25% of all the
votes entitled to be cast at such meeting;  provided,  however, unless requested
by stockholders  entitled to cast a majority of all votes entitled to be cast at
such  meeting,  a  special  meeting  need  not be  called  for  the  purpose  of
considering any matter which is  substantially  the same as a matter voted on at
any special  meeting of the  stockholders  held during the  preceding 12 months.
Such  request  shall state in general  terms the purpose of such meeting and the
matters proposed to be acted on at such meeting. The Secretary shall inform such
stockholders of the reasonably estimated cost of preparing and mailing notice of
the meeting and, upon payment to the  Corporation  of such costs,  the Secretary
shall give notice to each stockholder entitled to notice of the meeting.  Notice
of such special  meeting shall be given in the same manner as is provided in the
case of annual meetings.

         Section 3.  Notice.  Not less than 10 nor more than 90 days before each
meeting of stockholders,  the Secretary shall give to each stockholder  entitled
to vote at such  meeting  and to each  stockholder  not  entitled to vote who is
entitled to notice of the meeting,  written or printed  notice  stating the time
and place of the meeting  and, in the case of a special  meeting or as otherwise
may be required by statute, the purpose for which the meeting is called,  either
by mail or by presenting it to such  stockholder  personally or by leaving it at
his residence or usual place of business. If mailed, such notice shall be deemed
to be  given  when  deposited  in  the  United  States  mail  addressed  to  the
stockholder  at his post  office  address as it  appears  on the  records of the
Corporation, with postage thereon prepaid.


<PAGE>

         Section  4. Scope of  Notice.  No  business  shall be  transacted  at a
special  meeting of  stockholders  except that  designated  in the  notice.  Any
business of the  Corporation  may be  transacted at the annual  meeting  without
being specifically designated in the notice, except such business as is required
by statute to be stated in such notice.

         Section 5.  Quorum.  At any meeting of  stockholders,  the  presence in
person or by proxy of stockholders  entitled to cast a majority of all the votes
entitled to be cast at such meeting shall constitute a quorum;  but this section
shall not affect any  requirement  under any statute or the Charter for the vote
necessary for the adoption of any measure. If, however, such quorum shall not be
present at any meeting of the stockholders, the stockholders entitled to vote at
such meeting, present in person or by proxy, shall have the power to adjourn the
meeting  from time to time to a date not more than 120 days  after the  original
record date without  notice other than  announcement  at the meeting  until such
quorum shall be present.  At such  adjourned  meeting at which a quorum shall be
present,  any business may be transacted which might have been transacted at the
meeting as originally notified.

         Section  6.  Voting.  A  majority  of the votes  cast at a  meeting  of
stockholders duly called and at which a quorum is present shall be sufficient to
approve any matter which may properly come before the meeting,  unless more than
a majority of the votes cast is required  by statute or by the  Charter.  Unless
otherwise provided in the Charter,  each outstanding share of stock,  regardless
of class,  shall be entitled to one vote on each matter submitted to a vote at a
meeting of stockholders.

         Section 7. Proxies. A stockholder may vote the shares of stock owned of
record  by him,  either  in  person  or by  proxy  executed  in  writing  by the
stockholder  or by his duly  authorized  attorney  in fact.  Such proxy shall be
filed  with  the  Secretary  of the  Corporation  before  or at the  time of the
meeting.  No proxy  shall  be valid  after  eleven  months  from the date of its
execution, unless otherwise provided in the proxy.

         Section 8. Voting of Shares by Certain  Holders.  Shares  registered in
the name of another  corporation,  if entitled to be voted,  may be voted by the
President,  a  Vice-President  or  a  proxy  appointed  by  the  President  or a
Vice-President of such other corporation,  unless some other person who has been
appointed to vote such shares  pursuant to a bylaw or a resolution  of the Board
of Directors of such other  corporation  presents a certified copy of such bylaw
or resolution, in which case such person may vote such shares. Any fiduciary may
vote shares  registered  in his name as such  fiduciary,  either in person or by
proxy.

         Shares  of  its  own  stock  directly  or  indirectly   owned  by  this
Corporation  shall  not be voted at any  meeting  and shall  not be  counted  in
determining  the total number of

                                      -2-

<PAGE>

outstanding  shares entitled to be voted at any given time,  unless they are
held by it in a fiduciary  capacity,  in which case they may be voted and  shall
be  counted  in  determining  the  total  number of outstanding shares at any
given time.

         The Board of Directors  may adopt by  resolution a procedure by which a
stockholder may certify in writing to the  Corporation  that any shares of stock
registered  in the  name  of the  stockholder  are  held  for the  account  of a
specified person other than the stockholder.  The resolution shall set forth the
class of stockholders who may certify,  the purpose for which the  certification
may be made, the form of  certification  and the  information to be contained in
it; if the  certification  is with  respect  to a record  date or closing of the
stock  transfer  books,  the time after the record  date or closing of the stock
transfer  books  within  which  the  certification   must  be  received  by  the
Corporation;  and any other  provisions  with respect to the procedure which the
Board  of  Directors  considers  necessary  or  desirable.  On  receipt  of such
certification,  the person specified in the certification  shall be regarded as,
for the purposes set forth in the  certification,  the  stockholder of record of
the specified stock in place of the stockholder who makes the certification.

         Section 9. Inspectors. At any meetings of stockholders, the chairman of
the meeting may, or upon the request of any  stockholder  shall,  appoint one or
more persons as inspectors for such meeting. Such inspectors shall ascertain and
report  the  number  of shares  represented  at the  meeting  based  upon  their
determination of the validity and effect of proxies, count all votes, report the
results and perform  such other acts as are proper to conduct the  election  and
voting with impartiality and fairness to all the stockholders.

         Each report of an inspector shall be in writing and signed by him or by
a majority of them if there be more than one  inspector  acting at such meeting.
If there is more  than one  inspector,  the  report of a  majority  shall be the
report of the  inspectors.  The report of the  inspector  or  inspectors  on the
number of shares  represented at the meeting and the results of the voting shall
be prima facie evidence thereof.

         Section 10.  Informal  Action by  Stockholders.  Any action required or
permitted  to be taken at a  meeting  of  stockholders  may be taken  without  a
meeting if a consent in writing,  setting  forth such action,  is signed by each
stockholder entitled to vote on the matter and any other stockholder entitled to
notice of a meeting  of  stockholders  (but not to vote  thereat)  has waived in
writing any right to dissent from such  action,  and such consent and waiver are
filed with the minutes of proceedings of the stockholders.

                                      -3-

<PAGE>

         Section 11. Voting by Ballot. Voting on any question or in any election
may be viva voce unless the  presiding  officer  shall order or any  stockholder
shall demand that voting be by ballot.

         Section 12.  Nominations and Stockholder Business.

         (a) Annual  Meetings of  Stockholders.  (1)  Nominations of persons for
election to the Board of Directors and the proposal of business to be considered
by the  stockholders  may be made  at an  annual  meeting  of  stockholders  (i)
pursuant to the Corporation's notice of meeting,  (ii) by or at the direction of
the Board of Directors or (iii) by any  stockholder of the Corporation who was a
stockholder  of record at the time of  giving  of  notice  provided  for in this
Section 12(a),  who is entitled to vote at the meeting and who complied with the
notice procedures set forth in this Section 12(a).

                           (2) For  nominations or other  business to be
properly  brought before an annual meeting by a  stockholder  pursuant to clause
(iii) of paragraph  (a)(1) of this Section 12, the  stockholder  must have given
timely  notice  thereof in writing to the Secretary of the  Corporation.  To be
timely,  a  stockholder's  notice shall be delivered to the Secretary at the
principal executive offices of the Corporation not less than 60 days nor more
than 90 days  prior to the first  anniversary  of the preceding year's annual
meeting;  provided,  however, that in the event that the date of the annual
meeting is  advanced  by more than 30 days or delayed by more than 60 days from
such  anniversary  date,  notice by the stockholder to be timely must be so
delivered  not earlier than the 90th day prior to such annual meeting  and not
later than the close of  business  on the later of the 60th day prior to such
annual  meeting or the tenth day following the day on which public announcement
of the date of such  meeting  is first  made.  Such  stockholder's notice  shall
set forth (i) as to each person whom the  stockholder  proposes to nominate for
election or  reelection as a director all  information  relating to such person
that is required to be  disclosed  in  solicitations  of proxies for election
of  directors,  or is  otherwise  required,  in each case  pursuant to
Regulation  14A under the  Securities  Exchange  Act of 1934,  as  amended  (the
"Exchange Act")  (including such person's  written consent to being named in the
proxy  statement as a nominee and to serving as a director if elected);  (ii) as
to any other business that the stockholder proposes to bring before the meeting,
a brief  description  of the business  desired to be brought before the meeting,
the  reasons for  conducting  such  business  at the  meeting  and any  material
interest in such business of such  stockholder  and of the beneficial  owner, if
any,  on whose  behalf the  proposal  is made;  and (iii) as to the  stockholder
giving  the  notice  and the  beneficial  owner,  if any,  on whose  behalf  the
nomination or proposal is made, (x) the name and address of such stockholder, as
they appear on the Corporation's books, and of such beneficial owner and (y) the
number  of  shares  of each  class of stock of the

                                      -4-

<PAGE>

Corporation  which are owned beneficially and of record by such stockholder and
such beneficial owner.

                  (3)  Notwithstanding   anything  in  the  second  sentence  of
paragraph  (a)(2) of this  Section  12 to the  contrary,  in the event  that the
number of directors  to be elected to the Board of  Directors  is increased  and
there is no public  announcement  naming all of the  nominees  for  director  or
specifying the size of the increased  Board of Directors made by the Corporation
at least 70 days prior to the first  anniversary of the preceding  year's annual
meeting,  a  stockholder's  notice  required by this Section 12(a) shall also be
considered  timely,  but only with  respect to  nominees  for any new  positions
created by such  increase,  if it shall be  delivered  to the  Secretary  at the
principal  executive  offices  of the  Corporation  not later  than the close of
business on the tenth day following the day on which such public announcement is
first made by the Corporation.

         (b) Special Meetings of Stockholders.  Only such business as shall have
been brought before the meeting pursuant to the Corporation's  notice of meeting
shall be conducted at a special meeting of stockholders.  Nominations of persons
for  election  to the Board of  Directors  may be made at a special  meeting  of
stockholders  at  which  directors  are  to be  elected:  (i)  pursuant  to  the
Corporation's  notice of meeting;  (ii) by or at the  direction  of the Board of
Directors;  or (iii)  provided that the Board of Directors has  determined  that
directors  shall be elected at such special  meeting,  by any stockholder of the
Corporation  who is a  stockholder  of  record  at the time of  giving of notice
provided for in this Section  12(b),  who is entitled to vote at the meeting and
who complied with the notice  procedures set forth in this Section 12(b). In the
event the Corporation calls a special meeting of stockholders for the purpose of
electing one or more directors to the Board of Directors,  any such  stockholder
may  nominate  a person or  persons  (as the case may be) for  election  to such
position  as  specified  in  the  Corporation's   notice  of  meeting,   if  the
stockholder's  notice containing the information required by paragraph (a)(2) of
this Section 12 shall be delivered to the Secretary at the  principal  executive
offices of the  Corporation  not earlier than the 90th day prior to such special
meeting  and not later than the close of  business  on the later of the 60th day
prior to such special meeting or the tenth day following the day on which public
announcement  is  first  made of the  date  of the  special  meeting  and of the
nominees proposed by the Board of Directors to be elected at such meeting.

         (c) General. (1) Only such persons who are nominated in accordance with
the  procedures  set  forth in this  Section  12 shall be  eligible  to serve as
directors and only such business shall be conducted at a meeting of stockholders
as shall have been brought before the meeting in accordance  with the procedures
set forth in this Section 12. The  presiding  officer of the meeting  shall have
the power and duty to determine whether a nomination or any business proposed to
be brought  before the meeting was

                                      -5-

<PAGE>

made in accordance  with the  procedures  set forth in this Section 12 and, if
any proposed  nomination  or business is not in compliance  with this Section
12, to declare that such  defective  nomination or proposal be disregarded.

                  (2) For  purposes of this  Section 12,  "public  announcement"
shall mean disclosure in a press release reported by the Dow Jones News Service,
Associated  Press or comparable news service or in a document  publicly filed by
the Corporation with the Securities and Exchange  Commission pursuant to Section
13, 14 or 15(d) of the Exchange Act.

                  (3) Notwithstanding  the foregoing  provisions of this Section
12, a stockholder  shall also comply with all applicable  requirements  of state
law and of the  Exchange  Act and the  rules  and  regulations  thereunder  with
respect to the matters set forth in this Section 12.  Nothing in this Section 12
shall be deemed to affect any rights of  stockholders  to request  inclusion  of
proposals in the Corporation's  proxy statement pursuant to Rule 14a-8 under the
Exchange Act.

                                   ARTICLE II

                               BOARD OF DIRECTORS

         Section 1. Powers. The business and affairs of the Corporation shall be
managed  under  the  direction  of its  Board of  Directors.  All  powers of the
Corporation may be exercised by or under the authority of the Board of Directors
except as conferred on or reserved to the stockholders by law, by the Charter or
by these Bylaws.  A Director need not be a  stockholder.  The Board of Directors
shall  keep  minutes  of  its  meetings  and  full  and  fair  accounts  of  its
transactions.

         Section  2.  Number and Term of Office.  The Board of  Directors  shall
consist of such number of Directors as the Board of  Directors  shall  designate
from time to time.  The  members of the Board of  Directors  shall be elected to
serve for terms of three (3) years.  Unless otherwise provided in the applicable
resolution electing the Director,  a Director shall hold office until the annual
meeting  for the year in which  his term  expires  and until  his  successor  is
elected and qualifies, or until his death,  resignation or removal in the manner
provided in Section 9 of this Article II.

         Section 3.  Election  of  Directors.  The Board of  Directors  shall be
divided  into  three  classes.  Each  such  class  shall  consist,  as nearly as
possible,  of  one-third  of the total number of  Directors,  and any  remaining
Directors  shall be  included  within each such class or classes as the Board of
Directors shall designate. At each annual meeting of stockholders, successors to
the class of  Directors  whose term  expires  at that  annual

                                      -6-

<PAGE>

meeting  shall be elected  for a term of  three  years.  In the  event  of the
failure  to  elect Directors  at an annual  meeting  of the  stockholders,  then
Directors  may be elected at any regular or special meeting of  stockholders
entitled to vote for the election of  Directors,  provided  that notice of such
meeting shall contain mention of such purpose. If the number of Directors is
changed,  any increase or decrease shall be apportioned  among the classes so as
to maintain the number of Directors  in each  class as  nearly  equal as
possible.  Except  as  otherwise provided in the Charter, at each meeting of the
stockholders for the election of directors,  provided  a quorum is  present,
the  Directors  shall be chosen and elected by a plurality of the votes validly
cast at such election.

                   Section 4.  Vacancies.  If the  office of a Director  becomes
vacant for any reason  other than  removal or increase in the size of the Board,
such  vacancy  may be filled by the Board by a vote of a majority  of  Directors
then in office, although such majority is less than a quorum.

                   Section 5.  Annual  Meetings.  An annual  meeting of the
Board of  Directors  shall  immediately follow the  annual  meeting  of
stockholders  each  year.  No notice of the  annual  meeting  need be given to
the Directors.

                   Section 6. Special Meetings. Special Meetings of the Board of
Directors may be called at any time by the President,  Chairman of the Board or
by any two Directors, to be held at the principal office of the Corporation in
the State of Maryland,  or at such other  place or places as the  Directors  may
from time to time  designate.  Notice of special  meetings of the Board of
Directors shall be given to each  Director at least  twenty four (24) hours
prior to the meeting by service to the Director by  telegram,  letter or by
personal  notice,  including telephone notice.

                   Section 7. Quorum.  A quorum for the  transaction  of
business at every meeting of the Board of  Directors  shall  consist of a
majority of the Board of Directors,  and the vote of a majority of those
present at a meeting at which a quorum is present shall be required to pass any
measure or  resolution  unless a greater  number is required by statute or by
the Charter or by these Bylaws.  If less than a quorum of  Directors is present
at said  meeting,  a majority of the Directors  present may adjourn the  meeting
from time to time  without  further notice.  The  Directors  present  at a
meeting  which has been duly  called  and convened may continue to transact
business until  adjournment,  notwithstanding the withdrawal of enough Directors
to leave less than a quorum.

                   Section 8.  Telephone  Meetings.  Members of the Board of
Directors may participate  in  a  meeting  by  means  of a  conference
telephone  or  similar communications  equipment if all persons  participating
in the meeting can hear each other at the same time.

                                      -7-

<PAGE>

Participation  in a meeting by these  means  shall constitute presence in person
at the meeting.

         Section  9.  Informal  Action by  Directors.  Any  action  required  or
permitted  to be taken at any  meeting  of the Board of  Directors  may be taken
without a meeting,  if an unanimous  written consent which sets forth the action
is signed  by each  Director  and such  consent  is filed  with the  minutes  of
proceedings of the Board of Directors.

         Section 10. Compensation. Directors shall not receive any stated salary
for their services as Directors but, by resolution of the Board of Directors,  a
fixed sum and expenses of  attendance,  if any, may be allowed to Directors  for
attendance at each annual,  regular or special meeting of the Board of Directors
or of any committee thereof;  but nothing herein contained shall be construed to
preclude any Director  from serving the  Corporation  in any other  capacity and
receiving compensation therefor.

         Section 11. Removal of Directors.  Any Director of the  Corporation may
be removed  with cause by the  affirmative  vote of the holders of  seventy-five
percent  (75%)  of all the  votes  entitled  to be  cast  for  the  election  of
Directors,  but no Director may be removed by the  stockholders  without  cause.
Except as otherwise provided by contract,  any vacancy in the Board of Directors
caused by any such removal may be filled at such meeting or any  adjournment  of
such  meeting by the  holders of shares of stock of all classes  representing  a
majority of the aggregate  number of votes of the shares of stock of all classes
then issued,  outstanding and entitled to vote for the election of Directors. If
such stockholders do not fill such vacancy at such meeting,  such vacancy may be
filled in any other manner permitted by law.

                                   ARTICLE III

                                   COMMITTEES

         Section 1. Number,  Tenure and  Qualifications.  The Board of Directors
may appoint from among its members an Executive  Committee and other committees,
composed  of two or more  Directors,  to serve at the  pleasure  of the Board of
Directors.

         Section 2. Powers.  The Board of Directors  may delegate to committees
appointed  under Section 1 of this Article any of the powers of the Board of
Directors except as prohibited by law.

         Section  3.  Meetings.  In the  absence  of  any  member  of  any  such
committee,  the  members  thereof  present at any  meeting,  whether or not they
constitute  a quorum,  may appoint a Director to act in the place of such absent
member.

                                      -8-

<PAGE>

         Section 4. Telephone  Meetings.  Members of a committee of the Board of
Directors  may  participate  in a meeting by means of a conference  telephone or
similar communications equipment if all persons participating in the meeting can
hear each other at the same  time.  Participation  in a meeting  by these  means
shall constitute presence in person at the meeting.

         Section  5.  Informal  Action by  Committees.  Any action  required  or
permitted  to be taken at any meeting of a committee  of the Board of  Directors
may be taken  without a meeting,  if an unanimous  consent  which sets forth the
action is signed by each member of the  committee and such consent is filed with
the minutes of the proceedings of such committee.

         Section 6. Minutes of Meetings.  The minutes of any meeting of a
committee  shall be  distributed  to each member of the Board of Directors.

                                   ARTICLE IV

                                    OFFICERS

         Section 1. General  Provisions.  The officers of the Corporation  shall
consist of a President,  Secretary and Treasurer and also may consist of a Chief
Executive Officer, Chief Operating Officer, Chief Financial Officer, Chairman of
the Board, a Vice Chairman of the Board, additional Vice Presidents, one or more
Assistant Treasurers,  one or more Assistant Secretaries and such other officers
as the Board may determine  from time to time.  The officers of the  Corporation
shall be elected  annually by the Board of Directors at the first meeting of the
Board of  Directors  held after each  annual  meeting  of  stockholders.  If the
election of officers  shall not be held at such meeting,  such election shall be
held as soon  thereafter  as may be  convenient.  Each officer shall hold office
until  his  successor  is  duly  elected  and  qualifies  or  until  his  death,
resignation  or  removal  in the manner  hereinafter  provided.  Any two or more
offices except  President and Vice President may be held by the same person.  In
its  discretion,  the Board of Directors may leave vacant any office except that
of President,  Treasurer and Secretary. Election or appointment of an officer or
agent shall not in itself create  contract  rights between the  Corporation  and
such officer or agent.

         Section 2.  Removal.  Any  officer or agent of the  Corporation  may be
removed by the Board of Directors  if in its judgment the best  interests of the
Corporation would be served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed.

                                      -9-

<PAGE>

         Section 3.  Vacancies.  A vacancy in any office may be filled by the
Board of Directors.

         Section 4.  President.  The  President  shall in general  supervise and
control all of the business and affairs of the Corporation. Unless the President
is not a member of the Board of  Directors,  in the absence of both the Chairman
and the  Vice-Chairman  of the Board,  he shall  preside at all  meetings of the
Board of Directors and of the stockholders at which he shall be present.  In the
absence of a designation of a Chief Executive Officer by the Board of Directors,
the  President  shall be the Chief  Executive  Officer and shall be ex officio a
member of all  committees  that may,  from time to time, be  constituted  by the
Board of Directors.  He may execute any deed, mortgage,  bond, contract or other
instrument  which the Board of Directors has authorized to be executed except in
cases where the execution  thereof shall be expressly  delegated by the Board of
Directors or by these Bylaws to some other  officer or agent of the  Corporation
or shall be  required  by law to be  otherwise  executed;  and in general  shall
perform all duties  incident to the office of President and such other duties as
may be prescribed by the Board of Directors from time to time.

         Section 5. Vice  Presidents.  In the absence of the President or in the
event of a vacancy in such office,  the Vice President (or in the event there be
more than one Vice President, the Vice Presidents in the order designated at the
time of their election or, in the absence of any designation,  then in the order
of their  election) shall perform 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;  and  shall  perform  such  other  duties as from time to time may be
assigned  to him by the  President  or by the Board of  Directors.  The Board of
Directors  may designate  one or more Vice  Presidents  as executive,  senior or
Assistant  Vice  President  or  as  Vice  President  for  particular   areas  of
responsibility.

         Section 6. Secretary.  The Secretary shall: (a) keep the minutes of the
proceedings  of the  stockholders,  the Board of Directors and committees of the
Board in one or more books  provided for that purpose;  (b) see that all notices
are duly given in accordance  with the provisions of these Bylaws or as required
by  law;  (c) be  custodian  of the  corporate  records  and of the  seal of the
Corporation,  if the  Corporation  shall have a seal; (d) keep a register of the
post  office  address  of each  stockholder  which  shall  be  furnished  to the
Secretary by such  stockholder;  (e) have general  charge of the stock  transfer
books of the  Corporation;  and (f) in general perform such other duties as from
time  to  time  may be  assigned  to him by the  President  or by the  Board  of
Directors.

         Section 7.  Treasurer.  The  Treasurer  shall  have the  custody of the
corporate  funds and  securities  and shall keep full and  accurate  accounts of
receipts  and  disbursements  in books  belonging to the  Corporation  and shall
deposit all moneys and other  valuable

                                      -10-

<PAGE>

effects in the name and to the credit of the  Corporation  in such  depositories
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,  taking proper  vouchers for such  disbursements,  and shall
render to the President and Board of Directors,  at the regular  meetings of the
Board or whenever  they may require  it, an account of all his  transactions  as
Treasurer and of the financial condition of the Corporation.

         If required by the Board of Directors,  he shall give the Corporation a
bond in such sum and with such surety or sureties  as shall be  satisfactory  to
the Board of Directors for the faithful  performance of the duties of his office
and for the restoration to the Corporation,  in case of his death,  resignation,
retirement or removal from office, all books, papers,  vouchers, money and other
property of whatever kind in his  possession  or under his control  belonging to
the Corporation.

         Section  8.  Chief  Executive  Officer.  The  Board  of  Directors  may
designate  a  Chief  Executive  Officer,   who  shall  have  responsibility  for
implementation of the policies of the Corporation, as determined by the Board of
Directors,   and  for  the   administration  of  the  business  affairs  of  the
Corporation.

         Section  9.  Chief  Operating  Officer.  The  Board  of  Directors  may
designate a Chief Operating  Officer,  who shall have the  responsibilities  and
duties as set forth by the Board of Directors or the Chief Executive Officer.

         Section  10.  Chief  Financial  Officer.  The  Board of  Directors  may
designate a Chief Financial  Officer,  who shall have the  responsibilities  and
duties as set forth by the Board of Directors or the Chief Executive Officer.

         Section 11. Chairman and  Vice-Chairman  of the Board.  The Chairman of
the Board,  if one is elected,  shall  preside over the meetings of the Board of
Directors and of the  stockholders at which he shall be present.  In the absence
of the Chairman of the Board,  the  Vice-Chairman  of the Board shall preside at
such  meetings at which he shall be present.  The  Chairman of the Board and the
Vice-Chairman of the Board shall, respectively, perform such other duties as may
be assigned to him or them by the Board of Directors.

         Section  12.  Assistant  Secretaries  and  Assistant  Treasurers.   The
Assistant Secretaries and Assistant Treasurers,  in general,  shall perform such
duties as shall be assigned to them by the Secretary or Treasurer, respectively,
or by the President or the Board of Directors.  The Assistant  Treasurers shall,
if required by the Board of Directors,

                                      -11-

<PAGE>

give bonds for the faithful  performance of their duties in such sums and with
such sureties as shall be  satisfactory to the Board of Directors.

         Section 13.  Compensation.  The  compensation  of the officers shall be
fixed  from  time to time by the  Board of  Directors  and no  officer  shall be
prevented from receiving such compensation by reason of the fact that he is also
a Director of the Corporation.

                                    ARTICLE V

                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

         Section 1. Contracts.  The Board of Directors may authorize any officer
or agent to enter into any contract or to execute and deliver any  instrument in
the name of and on behalf of the  Corporation  and such authority may be general
or confined to specific instances.

         Section 2. Checks and Drafts.  All checks,  drafts or other  orders for
the payment of money,  notes or other  evidences of  indebtedness  issued in the
name of the  Corporation  shall be signed by such officer or officers,  agent or
agents  of the  Corporation  and in such  manner  as shall  from time to time be
determined by the Board of Directors.

         Section  3.  Deposits.  All  funds  of the  Corporation  not  otherwise
employed shall be deposited  from time to time to the credit of the  Corporation
in such banks,  trust companies or other  depositories as the Board of Directors
may designate.

                                   ARTICLE VI

                                 SHARES OF STOCK

         Section 1. Certificates of Stock. Each stockholder shall be entitled to
a certificate or  certificates  which shall  represent and certify the number of
shares of each class of stock held by him in the  Corporation.  Each certificate
shall be signed by the  President or  Vice-President  and  countersigned  by the
Secretary or an Assistant  Secretary or the Treasurer or an Assistant  Treasurer
and may be sealed with the corporate  seal.  The signatures may be either manual
or  facsimile.   Certificates  shall  be  consecutively  numbered;  and  if  the
Corporation shall, from time to time, issue several classes of stock, each class
may have its own number series. A certificate is valid and may be issued whether
or not an  officer  who signed it is still an  officer  when it is issued.  Each
certificate  representing stock which is restricted as to its transferability or
voting  powers,  which is preferred or limited as to its  dividends or as to its
share of the assets upon liquidation or which is redeemable at the option of the
Corporation, shall have a statement of such restriction,  limitation, preference

                                      -12-

<PAGE>

or  redemption  provision,   or  a  summary  thereof,   plainly  stated  on  the
certificate. In lieu of such statement of summary, the Corporation may set forth
upon the face or back of the certificate a statement that the  Corporation  will
furnish to any stockholder, upon request and without charge, a full statement of
such information.

         Section 2. Transfers of Stock. Upon surrender to the Corporation or the
transfer  agent of the  Corporation  of a certificate  of stock duly endorsed or
accompanied  by proper  evidence  of  succession,  assignment  or  authority  to
transfer,  the Corporation  shall issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

         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 to or interest in such
share on the part of any other  person,  whether or not it shall have express or
other notice thereof,  except as otherwise  provided by the laws of the State of
Maryland.

         Section 3. Lost  Certificate.  The Board of Directors  may direct a new
certificate to be issued in place of any  certificate  previously  issued by the
Corporation alleged to have been lost, stolen or destroyed upon the making of an
affidavit  of that fact by the person  claiming the  certificate  of stock to be
lost, stolen or destroyed. When authorizing such issue of a new certificate, 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 his legal  representative to advertise the same in such manner as
it shall require and/or to give bond, with sufficient surety, to the Corporation
to  indemnify  it against  any loss or claim  which may arise as a result of the
issuance of a new certificate.

         Section 4.  Closing of  Transfer  Books or Fixing of Record  Date.  The
Board of  Directors  may set,  in  advance,  a record  date for the  purpose  of
determining  stockholders  entitled  to notice of or to vote at any  meeting  of
stockholders, or stockholders entitled to receive payment of any dividend or the
allotment  of  any  other  rights,  or in  order  to  make  a  determination  of
stockholders for any other proper purpose.  Such date, in any case, shall not be
prior to the close of  business on the day the record date is fixed and shall be
not more than 90 days,  and in the case of a meeting  of  stockholders  not less
than 10  days,  before  the date on  which  the  meeting  or  particular  action
requiring such determination of stockholders is to be held or taken.

         In lieu of fixing a record  date,  the Board of  Directors  may provide
that the stock transfer books shall be closed for a stated period but not longer
than 20 days.  If the  stock  transfer  books  are  closed  for the  purpose  of
determining  stockholders  entitled  to  notice  of

                                      -13-

<PAGE>

or to vote at a  meeting  of stockholders, such books shall be closed for at
least 10 days before the date of such meeting.

         If no record date is fixed and the stock  transfer books are not closed
for the determination of stockholders, (a) the record date for the determination
of  stockholders  entitled to notice of or to vote at a meeting of  stockholders
shall be at the close of  business  on the day on which the notice of meeting is
mailed or the 30th day before the  meeting,  whichever is the closer date to the
meeting; and (b) the record date for the determination of stockholders  entitled
to receive  payment of a dividend or an  allotment  of any other rights shall be
the  close  of  business  on the day on which  the  resolution  of the  Board of
Directors, declaring the dividend or allotment of rights, is adopted.

         When a determination of stockholders entitled to vote at any meeting of
stockholders has been made as provided in this section, such determination shall
apply to any adjournment  thereof,  except where the determination has been made
through the closing of the stock transfer books and the stated period of closing
has expired.

         Section  5.  Stock  Ledger.  The  Corporation  shall  maintain  at  its
principal office or at the office of its counsel, accountants or transfer agent,
an original or duplicate  stock ledger  containing  the name and address of each
stockholder  and the  number  of  shares  of  stock of each  class  held by such
stockholder.

                                   ARTICLE VII

                                    DIVIDENDS

         Section 1.  Declaration.  Dividends  upon the shares of stock of the
Corporation  may be  declared by the Board of  Directors,  subject to the
provisions of law and the Charter of the  Corporation.  Dividends may be paid in
cash,  property  or  shares  of the  Corporation,  subject  to the  provisions
of law and the  Charter  of the Corporation.

         Section 2. Contingencies. Before payment of any dividends, there may be
set aside out of any funds of the  Corporation  available for dividends such sum
or sums as the  Board of  Directors  may  from  time to  time,  in its  absolute
discretion,  think proper as a reserve fund for  contingencies,  for  equalizing
dividends,  for repairing or maintaining  any property of the Corporation or for
such other purpose or purposes as the Board of Directors  shall  determine to be
in the best interest of the  Corporation,  and the Board of Directors may modify
or abolish any such reserve in the manner in which it was created.

                                      -14-

<PAGE>


                                  ARTICLE VIII

                                      SEAL

         Section 1. Seal. The corporate seal, if the Corporation shall decide to
have a seal, shall have inscribed thereon the name of the Corporation,  the year
of its  organization  and the  word  "Maryland".  The  Board  of  Directors  may
authorize one or more duplicate seals and provide for the custody thereof.

         Section 2. Affixing Seal. Whenever the Corporation is required to place
its  corporate  seal  to  a  document,  it  shall  be  sufficient  to  meet  the
requirements  of any law,  rule or  regulation  relating to a corporate  seal to
place the word "(SEAL)"  adjacent to the  signature of the person  authorized to
execute the document on behalf of the Corporation.

                                   ARTICLE IX

                                   FISCAL YEAR

         The  fiscal  year  of the  Corporation  shall  end on the  31st  day of
December of each year unless otherwise provided by the Board of Directors.

                                    ARTICLE X

                                 INDEMNIFICATION

         Section 1. General. The Corporation shall indemnify: (i) any individual
who is a present or former Director or officer of the  Corporation;  or (ii) any
individual who serves or has served in another corporation,  partnership,  joint
venture,  trust,  employee benefit plan or any other enterprise as a director or
officer,  or as a partner or trustee of such  partnership  or  employee  benefit
plan,  at the  request of the  Corporation  and who by reason of service in that
capacity was, is or is threatened to be made a party to any threatened,  pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or  investigative,  to the full  extent  permitted  under the  Maryland  General
Corporation  Law.  The  Corporation  may,  with  the  approval  of its  Board of
Directors,  provide  such  indemnification  for a person who  formerly  served a
predecessor of the Corporation in any of the capacities described in (i) or (ii)
above and for any employee or agent of the  Corporation  or a predecessor of the
Corporation.

         Section 2. Advancement of Expenses.  Reasonable  expenses incurred by a
Director  or  officer  who  is or is  threatened  to be  made  a  party  to  any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative or

                                      -15-

<PAGE>

investigative,  shall be paid or reimbursed by the Corporation in advance of the
final  disposition of the proceeding  upon receipt by  the  Corporation  of:
(i)  a  written  affirmation  by  the  party  seeking indemnification  that he
has a good faith  belief  that the  standard of conduct necessary for
indemnification  by the Corporation as authorized herein has been met;  and (ii)
a  written  undertaking  by or on  behalf  of the  party  seeking
indemnification  to repay the amount if it shall  ultimately be determined  that
the standard of conduct has not been met.

                                   ARTICLE XI

                                WAIVER OF NOTICE

         Whenever any notice is required to be given  pursuant to the Charter or
Bylaws of the  Corporation  or pursuant to applicable  law, a waiver  thereof in
writing, signed by the person or persons entitled to such notice, whether before
or after the time stated  therein,  shall be deemed  equivalent to the giving of
such  notice.  Neither the business to be  transacted  at nor the purpose of any
meeting need be set forth in the waiver of notice,  unless specifically required
by statute.  The  attendance  of any person at any meeting  shall  constitute  a
waiver of notice of such meeting, except where such person attends a meeting for
the express  purpose of  objecting  to the  transaction  of any  business on the
ground that the meeting is not lawfully called or convened.

                                   ARTICLE XII

                               AMENDMENT OF BYLAWS

         Any  provision of these  Bylaws may be altered,  amended or repealed at
any regular or special meeting of the  stockholders or of the Board of Directors
by vote of not  less  than a  majority  of the  aggregate  number  of the  votes
entitled to be cast  thereon,  except that Sections 2, 3 and 9 of ARTICLE II and
this ARTICLE XII may be altered, amended or repealed, and any bylaw or provision
of the  Charter  of the  Corporation  inconsistent  with  Sections  2, 3 or 9 of
ARTICLE II or this ARTICLE XII may be adopted,  only by the authorization of not
less  than  seventy-five  percent  (75%) of the  aggregate  number  of the votes
entitled  to be cast  thereon  by either  the  stockholders  of the  Corporation
(considered for this purpose as a single class) or by the Board of Directors, as
applicable.

                                      -16-

<PAGE>


         The foregoing  are certified as the Amended and Restated  Bylaws of the
Corporation as of January 1, 1997.



                                             /s/ Charles A. Berardesco
                                             --------------------------------
                                             Charles A. Berardesco, Secretary