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                                                                    EXHIBIT 3.2

                                   AMENDED BYLAWS
                                         OF
                            ENDOCARDIAL SOLUTIONS, INC.

                             (AS OF FEBRUARY 15, 2000)


                                     ARTICLE I.
                              OFFICES, CORPORATE SEAL

     Section 1.01.  OFFICES. The Corporation shall have a registered office,
a principal office and such other offices as the Board of Directors (the
"Board") may determine. The Board is granted full power and authority to
change any of said offices at any time.

     Section 1.02.  CORPORATE SEAL. The Corporation shall have no corporate
seal.

                                    ARTICLE II.
                              MEETINGS OF STOCKHOLDERS

     Section 2.01.  PLACE AND TIME OF MEETINGS. Meetings of the stockholders
may be held at such place and at such time as may be designated by the Board
of Directors. In the absence of a designation of place, this meeting shall
be held at the principal office. In the absence of a designation of time,
the meeting shall be held at 10:00 a.m.

     Section 2.02.  ANNUAL MEETINGS.

          (a)  The annual meetings of stockholders shall be held on such date
and at such time as may be fixed by the Board. At such meetings, directors
shall be elected and any other proper business may be transacted.

          (b)  To be properly brought before an annual meeting of stockholders,
business must be (1) specified in the notice of the meeting, (2) directed to
be brought before the meeting by the Board of Directors or (3) proposed by a
stockholder who (i) was a stockholder of record at the time of giving of
notice provided for in these bylaws, (ii) is entitled to vote at the meeting
and (iii) gives prior notice of the matter, which must otherwise be a proper
matter for stockholder action, in the manner herein provided. For business
to be properly brought before an annual meeting by a stockholder, the
stockholder must give written notice of such stockholder's intent to bring a
matter before the annual meeting, either by personal delivery or by United
States mail, postage prepaid, to the Secretary of the Corporation no later
than ninety days prior to the anniversary date of the immediately preceding
annual meeting. Such notice shall set forth (1) the name and record address
of the stockholder and of the beneficial owner, if any, on whose behalf the
proposal will be made, (2) the class and number of shares of the Corporation
owned by the stockholder and beneficially owned by the beneficial owner, if
any, on whose behalf the proposal will be made, (3) a brief description of
the business desired to be brought before the annual meeting and the reasons
for conducting such business, (4) such other information regarding the
business proposed by such stockholder as would be required to be included in
a proxy statement filed pursuant to the proxy rules of the Securities and
Exchange Commission, and (5) any material interest in such business of the
stockholder and the beneficial owner, if any, on whose


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behalf the proposal is made. The chair of the meeting may refuse to
acknowledge any proposed business not made in compliance with the foregoing
procedure.

     Section 2.03.  SPECIAL MEETINGS. Special meetings of the stockholders
for any purpose or purposes shall be called by the Secretary at the written
request of a majority of the total number of directors, by the Chairman of
the Board, by the President or by the stockholders owning 10% or more of the
voting power entitled to vote, except that a special meeting for the purpose
of considering any action to directly or indirectly facilitate or affect a
business combination, including any action to change or otherwise affect the
composition of the Board of Directors for that purpose, must be called by 25%
or more of the voting power of all shares entitled to vote. A stockholder or
stockholders holding the requisite percentage of the voting power of all
shares entitled to vote may demand a special meeting of the stockholders by
written notice of demand given to the Chief Executive Officer or Chief
Financial Officer of the Corporation and containing the purposes of the
meeting. Within 30 days after receipt of demand by one of those officers,
the Board of Directors shall cause a special meeting of stockholders to be
called and held on notice no later than 90 days after receipt of the demand,
at the expense of the Corporation. Special meetings shall be held on the
date and at the time and place fixed by the Chief Executive Officer or the
Board of Directors, except that a special meeting called by or at demand of a
stockholder or shareholders shall be held in the county where the principal
executive office is located. The business transacted at a special meeting
shall be limited to the purposes as stated in the notice of the meeting.

     Section 2.04.  QUORUM, ADJOURNED MEETINGS. The holders of shares
comprising a majority in interest of the shares outstanding and entitled to
vote shall constitute a quorum for the transaction of business at any annual
or special meeting. If a quorum is not present at a meeting, those present
shall adjourn to such day as they shall agree upon by majority vote. Notice
of any adjourned meeting need not be given if the time and place thereof are
announced at the meeting at which the adjournment is taken. At adjourned
meetings at which a quorum is present, any business may be transacted which
might have been transacted at the meeting as originally noticed. If a quorum
is present, the stockholders may continue to transact business until
adjournment notwithstanding the withdrawal of enough stockholders to leave
less than a quorum.

     Section 2.05.  ORGANIZATION. At each meeting of the stockholders, the
Chairman of the Board or in the absence of the Chairman of the Board, the
President or in the absence of the President, the chairman chosen by a
majority in voting interest of the stockholders present in person or by proxy
and entitled to vote shall act as chairman; and the Secretary of the
Corporation or in the absence of the Secretary, an Assistant Secretary or in
the absence of an Assistant Secretary, any person whom the chairman of the
meeting shall appoint shall act as Secretary of the meeting.

     Section 2.06.  ORDER OF BUSINESS. The order of business at all meetings
of the stockholders shall be determined by the Chairman of the meeting, but
such order of business may be changed by the vote of a majority in voting
interest of those present or represented at such meeting and entitled to vote
thereat.

     Section 2.07.  VOTING. Unless the Certificate of Incorporation of the
Corporation provides otherwise, each stockholder of the Corporation entitled
to vote at a meeting of stockholders or entitled to express consent in
writing to the corporate action without a meeting


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shall have one vote, in person or by proxy, for each share of stock having
voting rights held by such stockholder and registered in such stockholder's
name on the books of the Corporation. Upon the request of any stockholder,
the vote upon any question before a meeting shall be written by written
ballot, and all elections of directors shall be by written ballot. All
questions at a meeting shall be decided by a vote of a majority in interest
of shares entitled to vote represented at the meeting at the time of the vote
except where otherwise required by statute, the Certificate of Incorporation
or these Bylaws. Any action to be taken by written consent without a meeting
may be taken by the holders of the outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such
action at a meeting in which all shares entitled to vote thereon were present
and voted. For the election of directors, the persons receiving the largest
number of votes (up to and including the number of directors to be elected)
shall be directors. If directors are to be elected by consent in writing of
the stockholders without a meeting, those persons receiving the consent in
writing of the largest number of votes in the aggregate and constituting not
less than a majority of the total outstanding voting power entitled to
consent in writing thereon (up to and including the number of directors to be
elected) shall be directors. Persons holding stock in a fiduciary capacity
shall be entitled to vote the shares so held. If shares stand of record in
the names of two or more persons, whether fiduciaries, members of a
partnership, joint tenants, tenants in common, tenants by the entirety or
otherwise, or if two or more persons shall have the same fiuciary
relationship respecting the same shares, unless the Secretary of the
Corporation shall have been given written notice to the contrary and shall
have been furnished with a copy of the instrument or order appointing them or
creating a relationship wherein it is so provided, their acts with respect to
voting shall have the following effect:

                    (i)   if only one shall vote, such act shall bind all.

                    (ii)  if more than one shall vote, the act of the majority
          voting shall bind all.

                    (iii) if more than one shall vote, but the votes shall be
          evenly split on any particular matter, then, except as otherwise
          required by statute, each fraction may vote the shares in question
          proportionately.

     Section 2.08.  INSPECTORS OF ELECTION. At each meeting of the
stockholders, the chairman of such meeting may appoint two inspectors of
election to act. Each inspector of election so appointed shall first
subscribe an oath or affirmation briefly to execute the duties of an
inspector of election at such meeting with strict impartiality and according
to the best of such inspector of election's ability. Such inspectors of
election, if any, shall take charge of the ballots at such meeting and after
the balloting thereat on any question shall count the ballots cast thereon
and shall make a report in writing to the Secretary of such meeting of the
results thereof. An inspector of election need not be a stockholder of the
Corporation, and any officer or employee of the Corporation may be an
inspector of election on any question other than a vote for or against the
election of such inspector of election to any position with the Corporation
or on any other question in which such inspector of election may be directly
interested.

     Section 2.09.  NOTICES OF MEETINGS AND CONSENTS. Every stockholder shall
furnish the Secretary of the Corporation with an address at which notices of
meetings and notices and consent material with respect to proposed corporate
action without a meeting and all other corporate communications may be served
on or mailed to such stockholder. Except as otherwise


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provided by the Certificate of Incorporation or by statute, a written notice
of each annual and special meeting of stockholders shall be given not less
than 10 nor more than 60 days before the date of such meeting or the date on
which the corporate action without a meeting is proposed to be taken to each
stockholder of record of the Corporation entitled to vote at such meeting by
delivering such notice of meeting to such stockholder personally or
depositing the same in the United States mail, postage prepaid, directed to
such stockholder at the post office address shown upon the records of the
Corporation. Service of notice is complete upon mailing. Personal delivery
to any officer of a corporation or association or to any member of a
partnership is delivery to such corporation, association or partnership.
Every notice of a meeting of stockholders shall state the place, date and
hour of the meeting and the purpose or purposes for which the meeting is
called.

     Section 2.10.  PROXIES. Each stockholder entitled to vote at a meeting
of stockholders or consent to corporate action without a meeting may
authorize another person or persons to act for such stockholder by proxy by
an instrument executed in writing. If any such instrument designates two or
more persons to act as proxies, a majority of such persons present at the
meeting, or, if only one shall be present, then that one, shall have and may
exercise all of the powers conferred by such written instrument upon all of
the persons so designated unless the instrument shall otherwise provide. No
such proxy shall be valid after three years from the date of its execution
unless the proxy provides for a longer period. A proxy may be irrevocable if
it states that it is irrevocable and, if, and only as long as, it is coupled
with an interest sufficient to support an irrevocable power. Subject to the
above, any proxy may be revoked if an instrument revoking it or proxy bearing
a later date is filed with the Secretary.

     Section 2.11.  WAIVER OF NOTICE. Notice of any annual or special
meeting may be waived either before, at or after such meeting in writing
signed by the person or persons entitled to the notice. Attendance of a
person at a meeting shall constitute a waiver of notice of such meeting,
except when the person attends a meeting for the express purpose of objecting
at the beginning of the meeting to the transacting of any business because
the meeting is not lawfully called or convened.

     Section 2.12.  WRITTEN ACTION. Any action that may be taken at a
meeting of the stockholders may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth the actions
so taken, shall be signed by the holders of outstanding stock having not less
than the minimum number of votes that would be required 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.

     Section 2.13.  STOCKHOLDER LIST. The officer who has charge of the
stock ledger of the Corporation shall prepare and make, at least ten days
before each meeting of stockholders, a complete list of the stockholders
entitled to vote at such meeting, arranged in alphabetical order and showing
the address of each stockholder and the number of shares registered in the
name of each stockholder. Such list shall be open to the examination of any
stockholder for any purpose germane to the meeting, during ordinary business
hours, for a period of at least ten days prior to the meeting, either at a
place within the city where the meeting is to


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be held, which place shall be specified in the notice of the meeting, or, if
not so specified, at the place where the meeting is to be held. The list
shall also be produced and kept at the time and place of the meeting during
the whole time thereof and may be inspected by any stockholder who is present.

     Section 2.14.  NOMINATION OF DIRECTORS. Only persons nominated in
accordance with the following procedures shall be eligible for election by
stockholders as directors. Nominations of persons for election as directors
may be made at a meeting of stockholders called for the purpose of electing
directors (a) by or at the direction of the Board of Directors or (b) by any
stockholder who (1) was a stockholder of record at the time of giving of
notice provided for in these Bylaws, (2) is entitled to vote at the meeting
and (3) gives prior notice of the nomination or nominations in the manner
herein provided. For a nomination to be properly made by a stockholder, the
stockholder must give written notice of such stockholder's intent to make
such nomination or nominations, either by personal delivery or by United
States mail, postage prepaid, to the Secretary of the Corporation not later
than (i), with respect to an election to be held at an annual meeting of
stockholders, ninety days prior to the anniversary date of the immediately
preceding annual meeting, and (ii), with respect to the election to be held
at a special meeting of stockholders for the election of directors, the close
of business on the tenth day following the date on which notice of such
meeting is first given to stockholders.

                              ARTICLE III.
                          BOARD OF DIRECTORS

     Section 3.01.  GENERAL POWERS. The business of the Corporation shall be
managed by the Board of Directors.

     Section 3.02.  NUMBER, QUALIFICATION AND TERM OF OFFICE. The number of
directors shall be established by a resolution adopted by a majority of the
total number of directors. Directors need not be stockholders. The
directors shall be divided into three classes, as nearly equal in number as
reasonably possible, with the term of office of the first class to expire at
the 1998 annual meeting of stockholders, the term of office of the second
class to expire at the 1999 annual meeting of stockholders and the term of
office of the third class to expire at the 2000 annual meeting of
stockholders. At each annual meeting of stockholders following such initial
classification and election, directors elected to succeed those directors
whose terms expire shall be elected to hold office for a term of three
consecutive years. Each director of the corporation shall serve until such
director's successor shall have been elected and shall qualify, or until the
earlier death, resignation, removal or disqualification of such director. In
case of an increase or decrease in the number of directors, the increase or
decrease shall distributed among the several classes as nearly equal as
possible, as shall be determined by the affirmative cote of a majority of the
entire Board of Directors or by the holders of at least two-thirds of the
stock of the Corporation entitled to vote, considered as one class.

     Section 3.03.  ANNUAL MEETING. As soon as practicable after each
election of directors, the Board of Directors shall meet at the registered
office of the Corporation, or at such other place previously designated by
the Board of Directors, for the purpose of electing the officers of the
Corporation and for the transaction of such other business as may come before
the meeting.

     Section 3.04.  REGULAR MEETINGS. Regular meetings of the Board of
Directors shall be held from time to time at such time and place as may be
fixed by resolution adopted by a majority of the total number of directors.


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     Section 3.05.  SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by the Chairman of the Board, the President, or by
any two of the directors and shall be held from time to time at such time and
place as may be designated in the notice of such meeting.

     Section 3.06.  NOTICE OF MEETINGS. If the date, time, and place of the
meeting of the Board of Directors have been announced at a previous meeting
of the Board of Directors, no additional notice of such meeting is required,
except that notice shall be given to all directors who were not present at
the previous meeting. Notice of each special meeting of the Board of
Directors shall be given. Notice of meetings of the Board of Directors shall
be given by the secretary who shall give at least twenty-four hours' notice
thereof to each director by mail, telephone, telegram, or in person. Notice
shall be effective upon receipt.

     Section 3.07.  WAIVER OF NOTICE. Notice of any meeting of the Board of
Directors may be waived either before, at, or after such meeting in writing
signed by each director. Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting, except when the person attends
a meeting for the express purposes of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not
lawfully called or convened.

     Section 3.08.  QUORUM. A majority of the total number of directors
shall constitute a quorum for the transaction of business. The vote of a
majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors unless these Bylaws require a
greater number.

     Section 3.09.  VACANCIES. Any vacancy among the directors or increase
in the authorized number of directors shall be filled for the unexpired term
by a majority of the directors then in office though less than a quorum or by
the sole remaining director. When one or more directors shall resign from
the Board, effective at a future date, a majority of the directors then in
office may fill such vacancy or vacancies to take effect when such
resignation or resignations shall become effective.

     Section 3.10.  REMOVAL. Any director may be removed from office at any
special meeting of the stockholders, but only for cause. If the entire Board
of Directors or any one or more directors be so removed, new directors shall
be elected at the same meeting.

     Section 3.11.  COMMITTEES OF DIRECTORS. The Board of Directors may, by
resolution adopted by a majority of the total number of directors, designate
one or more committees, each to consist of two or more of the directors of
the Corporation, which, to the extent provided in the resolution, may
exercise the powers of the Board of Directors in the management of the
business and affairs of the Corporation. The Board of Directors 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. Such
committee or committees shall have such name or names as may be determined by
the resolution adopted by the directors. The committees shall keep regular
minutes of their proceedings and report the same to the Board of Directors
when required.

     Section 3.12.  WRITTEN ACTION. Any action required or permitted to be
taken at a meeting of the Board of Directors or any committee thereof may be
taken without a meeting if


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all directors or committee members consent thereto in writing and the writing
or writings are filed with the minutes of proceedings of the Board of
Directors or committee.

     Section 3.13.  COMPENSATION. Directors who are not salaried officers of
the Corporation may receive a fixed sum per meeting attended or a fixed
annual sum and such other forms of reasonable compensation as may be
determined by resolution of the Board of Directors. All directors shall
receive their expenses, if any, of attendance at meetings of the Board of
Directors or any committee thereof. Any director may serve the Corporation in
any other capacity and receive proper compensation therefor.

     Section 3.14.  CONFERENCE COMMUNICATIONS. Directors may participate in
any meeting of the Board of Directors, or of any duly constituted committee
thereof, by means of a conference telephone conversation or other comparable
communication technique whereby all persons participating in the meeting can
hear and communicate to each other. For the purposes of establishing a
quorum and taking any action at the meeting, such directors participating
pursuant to this Section 3.14 shall be deemed present in person at the
meeting; and the place of the meeting shall be the place of origination of
the conference telephone conversation or other comparable communication
technique.

                              ARTICLE IV.
                               OFFICERS

     Section 4.01.  NUMBER. The officers of the Corporation shall consist of
a President, at least one Vice President, a Secretary, a Treasurer, and any
officers and agents as the Board of Directors by a majority vote of the total
number of directors may designate. Any person may hold two or more offices.

     Section 4.02.  ELECTION, TERM OF OFFICE, AND QUALIFICATIONS. At each
annual meeting of the Board of Directors all officers, from within or without
their number, shall be elected. Such officers shall hold office until the
next annual meeting of the directors or until their successors are elected
and qualified, or until such office is eliminated by a vote of the majority
of all directors or until removed. Officers who may be directors shall hold
office until the election and qualification of their successors,
notwithstanding an earlier termination of their directorship.

     Section 4.03.  REMOVAL AND VACANCIES. Any officer may be removed from
office by a majority vote of the total number of directors with or without
cause. Such removal shall be without prejudice to the contract rights of the
person so removed. A vacancy among the officers by death, resignation,
removal, or otherwise shall be filled for the unexpired term by the Board of
Directors.

     Section 4.04.  CHAIRMAN OF THE BOARD. The Chairman of the Board, if one
is elected, shall preside at all meetings of the stockholders and directors
and shall have such other duties as may be prescribed, from time to time, by
the Board of Directors.

     Section 4.05.  PRESIDENT. The President shall have general active
management of the business of the Corporation. The President shall preside
at all meetings of the stockholders and directors, shall be the chief
executive officer of the Corporation and shall see that all orders and
resolutions of the directors are carried into effect. The President shall be
EX OFFICIO a


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member of all standing committees. The President may execute and deliver in
the name of the Corporation any deeds, mortgages, bonds, contracts or other
instruments pertaining to the business of the Corporation and in general
shall perform all duties usually incident to the office of the president.
The President shall have such other duties as may, from time to time, be
prescribed by the Board of Directors.

     Section 4.06.  VICE PRESIDENT. Each Vice President shall have such
powers and shall perform such duties as may be prescribed by the Board of
Directors or by the President. In the event of absence or disability of the
President, Vice Presidents shall succeed to the President's power and duties
in the order designated by the Board of Directors.

     Section 4.07.  SECRETARY. The Secretary shall be secretary of and shall
attend all meetings of the stockholders and Board of Directors and shall
record all proceedings of such meetings in the minute book of the
Corporation. The Secretary shall give proper notice of meetings of
stockholders and the Board of Directors. The Secretary shall perform such
other duties as may from time to time be prescribed by the Board of Directors
or by the President.

     Section 4.08.  TREASURER. The Treasurer shall keep accurate accounts of
all moneys of the Corporation received or disbursed. The Treasurer shall
deposit all moneys, drafts and checks in the name of and to the credit of the
Corporation in such banks and depositaries as a majority of the whole Board
of Directors shall from time to time designate. The Treasurer shall have
power to endorse for deposit all notes, checks and drafts received by the
Corporation. The Treasurer shall disburse the funds of the Corporation as
ordered by the directors, making proper vouchers therefor. The Treasurer
shall render to the President and the Board of Directors whenever required an
account of all the Treasurer's transactions as Treasurer and of the financial
condition of the Corporation and shall perform such other duties as may from
time to time be prescribed by the Board of Directors or by the President.

     Section 4.09.  DUTIES OF OTHER OFFICERS. The duties of such other
officers and agents as the Board of Directors may designate shall be set
forth in the resolution creating such office or by subsequent resolution.

     Section 4.10.  COMPENSATION. The officers of the Corporation shall
receive such compensation for their services as may be determined from time
to time by resolution of the Board of Directors or by one or more committees
to the extent so authorized from time to time by the Board of Directors.

                                 ARTICLE V.
                         SHARES AND THEIR TRANSFER

     Section 5.01.  CERTIFICATES FOR STOCK. Every holder of stock in the
Corporation shall be entitled to a certificate, to be in such form as shall
be prescribed by the Board of Directors, certifying the number of shares in
the Corporation owned by such stockholder. The certificates for such shares
shall be numbered in the order in which they shall be issued and shall be
signed in the name of the Corporation by the Chairman of the Board, the
President or a Vice President, and by the Treasurer or an Assistant
Treasurer, or the Secretary or an Assistant Secretary. Every certificate
surrendered to the Corporation for exchange or transfer shall be cancelled,
and no new certificate or certificates shall be issued in exchange for any
existing


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certificate until such certificate shall have been so cancelled, except in
cases provided for in Section 5.05.

     Section 5.02.  ISSUANCE OF STOCK. The Board of Directors is authorized
to cause to be issued stock of the Corporation up to the full amount
authorized by the Certificate of Incorporation in such amounts and for such
consideration as may be determined by the Board of Directors. No shares
shall be allotted except in consideration of cash, labor, personal property,
or real property, or leases thereof, or of an amount transferred from surplus
to stated capital upon a share dividend. At the time of such allotment of
stock, the Board of Directors shall state its determination of the fair value
to the Corporation in monetary terms of any consideration other than cash for
which shares are allotted. Stock so issued shall be fully paid and
nonassessable. The amount of consideration to be received in cash or
otherwise shall not be less than the par value of the shares so allotted.
Treasury shares may be disposed of by the Corporation for such consideration,
expressed in dollars, as may be fixed by the Board of Directors.

     Section 5.03.  PARTLY PAID STOCK. The Corporation may issue the whole
or any part of its stock as partly paid and subject to call for the remainder
of the consideration to be paid therefor. Upon the face or back of each
certificate issued to represent any such partly paid stock, the total amount
of the consideration to be paid therefor and the amount paid thereon shall be
stated. Upon the declaration of any dividend on fully paid stock, the
Corporation shall declare a dividend upon partly paid stock of the same
class, but only upon the basis of the percentage of the consideration
actually paid thereon. The Board of Directors may, from time to time, demand
payment, in respect of each share of stock not fully paid, of such sum of
money as the necessities of the business may, in the judgment of the Board of
Directors, require, not exceeding in the whole the balance remaining unpaid
on such stock, and such sum so demanded shall be paid to the Corporation at
such times and by such installments as the directors shall direct. The
directors shall give written notice of the time and place of such payments,
which notice shall be mailed at least 30 days before the time for such
payment, to each holder of or subscriber for stock which is not fully paid at
such holder or subscriber's last known post office address.

     Section 5.04.  TRANSFER OF STOCK. Transfer of stock on the books of the
Corporation may be authorized only by the stockholder named in the
certificate, the stockholder's legal representative or the stockholder's duly
authorized attorney-in-fact and upon surrender of the certificate or the
certificates for such stock. The Corporation may treat as the absolute owner
of stock of the Corporation the person or persons in whose name stock is
registered on the books of the Corporation.

     Section 5.05.  LOSS OF CERTIFICATES. Any stockholder claiming a
certificate for stock to be lost, stolen or destroyed shall make an affidavit
of that fact in such form as the Board of Directors may require and shall, if
the Board of Directors so requires, give the Corporation a bond of indemnity
in form, in an amount, and with one or more sureties satisfactory to the
Board of Directors, to indemnify the Corporation against any claims which may
be made against it on account of the alleged loss, theft or destruction of
the certificate or issuance of such new certificate. A new certificate may
then be issued in the same tenor and for the same number of shares as the one
claimed to have been lost, stolen or destroyed.

     Section 5.06.  FACSIMILE SIGNATURES. Whenever any certificate is
countersigned by a transfer agent or by a registrar other than the
Corporation or its employee, then the signatures of the officers or agents of
the Corporation may be a facsimile. In case any officer,


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transfer agent or registrar who has signed or whose facsimile signature has
been placed on any such certificate shall cease to be such officer, transfer
agent or registrar before such certificate is issued, it may be issued by the
Corporation as though the person who signed such certificate or whose
facsimile signature or signatures had been placed thereon were such officer,
transfer agent or registrar at the date of issue.

                                ARTICLE VI.
                          DIVIDENDS, SURPLUS, ETC.

     Section 6.01.  DIVIDENDS. The Board of Directors may declare dividends
from the Corporation's surplus, or if there be none, out of its net profits
for the current fiscal year, and/or the preceding fiscal year in such amounts
as in their opinion the condition of the affairs of the Corporation shall
render it advisable unless otherwise restricted by law.

     Section 6.02.  USE OF SURPLUS, RESERVES. The Board of Directors may use
any of its property or funds, unless such would cause an impairment of
capital, in purchasing any of the stock, bonds, debentures, notes, scrip or
other securities or evidences of indebtedness of the Corporation. The Board
of Directors may from time to time set aside from its surplus or net profits
such sums as it deems proper as a reserve fund for any purpose.

                                ARTICLE VII.
                   BOOKS AND RECORDS, AUDIT, FISCAL YEAR

     Section 7.01.  BOOKS AND RECORDS. The Board of Directors of the
Corporation shall cause to be kept: (a) a share ledger which shall be a
charge of an officer designated by the Board of Directors; (b) records of all
proceedings of stockholders and directors; and (c) such other records and
books of account as shall be necessary and appropriate to the conduct of the
corporate business.

     Section 7.02.  AUDIT. The Board of Directors shall cause the records
and books of account of the Corporation to be audited at least once in each
fiscal year and at such other times as it may deem necessary or appropriate.

     Section 7.03.  ANNUAL REPORT. The Board of Directors shall cause to be
filed with the Delaware Secretary of State in each year the annual report
required by law.

     Section 7.04.  FISCAL YEAR. The fiscal year of the Corporation shall
end on December 31 of each year, or on such other date as may be established
by the Board of Directors.

     Section 7.05.  EXAMINATION BY STOCKHOLDERS. Any stockholder of record
of the Corporation, upon written demand under oath stating the purpose
thereof, shall have the right to inspect in person or by agent or attorney,
during usual business hours, for any proper purpose, the Corporation's stock
ledger, a list of its stockholders and its other books and records, and to
make copies or extracts therefrom. A proper purpose shall mean a purpose
reasonably related to such person's interest as a stockholder. Holders of
voting trust certificates representing stock of the Corporation shall be
regarded as stockholders for the purpose of this subsection. In every
instance where an attorney or other agent shall be the person who seeks the
right to inspection, the demand under oath shall be accompanied by a power of
attorney or such other writing which


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authorizes the attorney or other agent to so act on behalf of the
stockholder. The demand under oath shall be directed to the Corporation at
its registered office in Delaware or at its principal office.

                                ARTICLE VIII.
                               INDEMNIFICATION

     Section 8.01.  INDEMNIFICATION. The Corporation shall indemnify such
persons for such liabilities in such manner under such circumstances and to
such extent as permitted by Section 145 of the Delaware General Corporation
Law, as now enacted or hereafter amended. The Board of Directors may
authorize the purchase and maintenance of insurance and/or the execution of
individual agreements for the purpose of such indemnification, and the
Corporation shall advance all reasonable costs and expenses (including
attorneys' fees) incurred in defending any action, suit or proceeding to all
persons entitled to indemnification under this section 8.01, all in the
manner, under the circumstances and to the extent permitted by Section 145 of
the Delaware General Corporation Law, as now enacted or hereafter amended.

                                 ARTICLE IX.
                                MISCELLANEOUS

     Section 9.01.  FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD.

          (a)  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, or to express consent to corporate action in writing
     without a meeting, or entitled to receive payment of any dividend or other
     distribution or allotment of any rights, or entitled to exercise any rights
     in respect of any change, conversion or exchange of stock or for the
     purpose of any other lawful action, the Board of Directors may fix, in
     advance, a record date, which shall not be more than 60 nor less than 10
     days before the date of such meeting, nor more than 60 days prior to any
     other action.

          (b)  If no record date is fixed:

               (1)  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.

               (2)  The record date for determining stockholders entitled to
          express consent to corporate action in writing without a meeting, when
          no prior action by the Board of Directors is necessary, shall be the
          day on which the first written consent is expressed.

               (3)  The record date for determining stockholders for any other
          purpose shall be at the close of business on the day on which the
          Board of Directors adopts the resolution relating thereto.


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          (c)  A determination of stockholders of record entitled to notice of
     or to vote at a meeting of stockholders shall apply to any adjournment of
     the meeting; provided, however, that the Board of Directors may fix a new
     record date for the adjourned meeting.

     Section 9.02.  PERIODS OF TIME.  During any period of time prescribed by
these Bylaws, the date from which the designated period of time begins to run
shall not be included, and the last day of the period so computed shall be
included.

     Section 9.03.  VOTING SECURITIES HELD BY THE CORPORATION. Unless
otherwise ordered by the Board of Directors, the President shall have full
power and authority on behalf of the Corporation (a) to attend and to vote at
any meeting of security holders of other corporations in which the
Corporation may hold securities; (b) to execute any proxy for such meeting on
behalf of the Corporation; or (c) to execute a written action in lieu of a
meeting of such other corporation on behalf of the Corporation. At such
meeting, by such proxy or by such writing in lieu of meeting, the President
shall possess and may exercise any and all rights and powers incident to the
ownership of such securities that the Corporation might have possessed and
exercised if it had been present. The Board of Directors may, from time to
time, confer like powers upon any other person or persons.

                                 ARTICLE X.
                                 AMENDMENTS

     Section 10.01. These Bylaws may be amended, altered or repealed by a
vote of the majority of the total number of directors or of the stockholders
at any meeting upon proper notice. Notwithstanding the foregoing, the Board
of Directors shall not in any case adopt, amend or repeal a bylaw fixing a
quorum for meetings of shareholders, prescribing procedures for removing
directors or filling vacancies in the board of directors, or fixing the
number of directors or their classifications, qualifications or terms of
office, but the Board of Directors may adopt or amend a bylaw to increase the
number of directors.



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