EXHIBIT 3.2

                                     BYLAWS
                                       OF
                       NEW ENGLAND COMMUNITY BANCORP, INC.

                                    ARTICLE I

                                     OFFICES

         Section 1. PRINCIPAL  OFFICE IN DELAWARE.  The principal  office of New
England  Community  Bancorp,  Inc. (the  "Corporation") in the State of Delaware
shall be c/o The Corporation Trust Company, 1209 Orange Street,  Wilmington,  DE
19801.

         Section 2. OTHER OFFICES. The Corporation may have a principal or other
office at such other  place or  places,  either  within or without  the State of
Delaware,  as the Board of Directors may from time to time determine or as shall
be necessary or appropriate for the conduct of the business of the Corporation.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

         Section 1. PLACE OF MEETINGS.  All meetings of the stockholders for the
election  of  directors  shall be held in the  County of  Hartford  and State of
Connecticut.  The Board of Directors  shall fix the place within said county for
the holding of such  meetings,  and at least ten (10) days notice shall be given
to the  stockholders  of the place so fixed in the manner set forth in Section 6
of this Article II. All other meetings of the stockholders shall be held at such
place or places,  within or without the State of  Delaware,  as may from time to
time be  fixed by the  Board of  Directors,  or as  shall  be  specified  in the
respective notices or waivers of notice thereof.

         Section 2. ANNUAL MEETINGS.  The annual meeting of the stockholders for
the election of directors and the transaction of other business shall be held on
a date fixed by the Board of  Directors,  but no later than the third Tuesday in
May. If this date shall fall upon a legal holiday,  the meeting shall be held on
the next  succeeding  business  day.  At each annual  meeting  the  stockholders
entitled to vote shall elect a Board of Directors  and may  transact  such other
corporate business as may be brought before the meeting.

         Section 3. NOTICE OF STOCKHOLDER  BUSINESS. At an annual meeting of the
stockholders,  only such business shall be conducted as shall have been properly
brought  before the meeting.  To be properly  brought  before an annual  meeting
business  must be: (a)  specified  in the notice of meeting  (or any  supplement
thereto)  given by or at the direction of the Board of Directors,  (b) otherwise
properly  brought  before  the  meeting by or at the  direction  of the Board of
Directors, or (c) otherwise properly brought before the meeting by a stockholder
of record.  For business to be properly  brought  before an annual  meeting by a
stockholder, the stockholder must have given timely notice thereof in writing to
the Secretary of the

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Corporation. To be timely, a stockholder's notice must be delivered to or mailed
and received at the principal  executive  offices of the  Corporation,  not less
than  sixty  (60) days nor more than  ninety  (90)  days  prior to the  meeting;
provided,  however, that if both (i) fewer days than seventy (70) days notice of
the meeting is given to  stockholders,  and (ii) such  meeting is held more than
thirty (30) days before or after the  corresponding  date of the annual  meeting
held in the preceding year, then such written notice shall be received not later
than the close of the tenth day following the day on which notice of the meeting
was mailed to stockholders.  As used herein, notice to the stockholders shall be
deemed to have been  given on the date of the  Corporation's  quarterly  report,
letter to stockholders  or other  communication  to stockholders  disclosing the
date of the next annual  meeting and provided that the annual meeting is in fact
held on such date or within thirty (30) days after such date.

         A  stockholder's  notice  to the  Secretary  shall set forth as to each
matter the stockholder  proposes to bring before the annual meeting: (a) a brief
description of the business  desired to be brought before the annual meeting and
the reasons for conducting such business at the annual meeting, (b) the name and
address, as they appear on the Corporation's books, of the stockholder proposing
such business, (c) the class and number of shares of stock of the Corporation of
which the  stockholder is the  Beneficial  Owner (as that term is defined in the
Restated Certificate of Incorporation of the Corporation),  and (d) any material
interest of the  stockholder in such business.  Notwithstanding  anything in the
Bylaws to the  contrary,  no business  shall be conducted at any annual  meeting
except  in  accordance  with the  procedures  set forth in this  Section  3. 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
in accordance  with the  provisions of this Section 3, and any such business not
properly brought before the meeting shall not be transacted.

         Section 4. SPECIAL MEETINGS.  A special meeting of the stockholders (or
of any class thereof entitled to vote) for any purpose or purposes may be called
at any  time by the  Chairman  of the  Board,  the  President  or by  order of a
majority of the Board of  Directors.  Special  meetings may not be called by any
other person or persons.

         Section 5. QUALIFICATIONS OF DIRECTORS.  No person shall be elected, or
hold a  position  as a  director  of the  Corporation,  if such  person has been
convicted of a felony,  been held in an administrative  proceeding or the courts
of the United  States or any state  thereof to have  violated the  securities or
blue sky laws of the United States or any such state,  has not attended at least
75% of the  meetings  of the Board of the  Corporation  or of any  other  public
corporation  while a director,  unless such absences were excused by such board,
or after the close of the  fiscal  year in which  such  person's  68th  birthday
occurs. In addition,  each nominee shall meet any qualifications or requirements
promulgated by any agency regulating the Corporation.

         Section 6.  NOMINATION  OF  DIRECTORS.  In addition to the right of the
Board of Directors of the  Corporation to make  nominations  for the election of
directors,  nominations  for  the  election  of  directors  may be  made  by any
stockholder  entitled to vote for the election of directors if that  stockholder
complies with all of the provisions of this Section 6.

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                  (a)  Advance  notice  of such  proposed  nomination  shall  be
         received by the  Chairman of the  Governance  Committee of the Board of
         Directors of the  Corporation  (which notice may be sent in care of the
         Secretary of the  Corporation)  or, in the absence of such a Committee,
         by the Secretary of the Corporation,  not less than sixty (60) days nor
         more than  ninety  (90) days prior to any  meeting of the  stockholders
         called for the election of directors;  provided,  however, that if both
         (i) fewer  than  seventy  (70) days  notice of the  meeting is given to
         stockholders,  and (ii) such meeting is held more than thirty (30) days
         before or after the  corresponding  date of the annual  meeting held in
         the  preceding  year,  then such  written  notice shall be received not
         later than the close of the tenth day following the day on which notice
         of the meeting was mailed to  stockholders.  As used herein,  notice to
         the stockholders  shall be deemed to have been given on the date of the
         Corporation's   quarterly  report,  letter  to  stockholders  or  other
         communication  to  stockholders  disclosing the date of the next annual
         meeting,  provided that the annual meeting is in fact held on such date
         or within thirty (30) days after such date.

                  (b) Each  notice  under  Section  6(a) shall set forth (i) the
         name, age,  business address,  and, if known,  residence address of the
         nominee  proposed in such  notice,  (ii) the  principal  occupation  or
         employment  of such  nominee,  (iii) the class and  number of shares of
         stock of the  Corporation of which the nominee is the Beneficial  Owner
         (as that term is defined in the Restated  Certificate of  Incorporation
         of the  Corporation),  (iv) a statement  to the effect that the nominee
         meets the qualifications set forth in Section 5 of this Article II, and
         (v) any  other  information  relating  to such  person  which  would be
         required  to be  disclosed  in  public  solicitations  of  proxies  for
         election of  directors,  or would be otherwise  required,  in each case
         pursuant to Regulation 14A under the  Securities  Exchange Act of 1934.
         In addition,  the  stockholder  making such  nomination  shall promptly
         provide any other information reasonably requested by the Corporation.

                  (c) The nomination made by the stockholder may only be made in
         a  meeting  of the  stockholders  of the  Corporation  called  for  the
         election of directors at which such stockholder is present in person or
         by  proxy,  and may  only be made by a  stockholder  who has  therefore
         complied with the notice provisions of Section 6(a) and (b) above.

                  (d) 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 foregoing procedures,  and the defective nomination
         shall be disregarded.

         Section 7. NOTICE OF MEETINGS.  Except as otherwise  expressly required
by law, notice of each meeting of stockholders, whether annual or special, shall
be given at least ten (10) days  before  the date on which the  meeting is to be
held to each  stockholder  of record  entitled  to vote by  delivering  a notice
thereof to such  stockholder  personally  or by mailing such notice in a postage
prepaid  envelope  directed to such  stockholder at the address as it appears on
the stock  ledger  of the  Corporation,  unless  there  shall be filed  with the
Secretary of the  Corporation a written  request that notices  intended for such
stockholder be directed to another  address,  in which case such notice shall be
directed to the address  designated in such  request.  Every notice of a special
meeting of the stockholders,  besides stating the time

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and place of the meeting,  shall state briefly the objects or purposes  thereof.
Notices of any meeting of stockholders  shall not be required to be given to any
stockholder  who shall  attend  such  meeting  in person or by proxy;  provided,
however,  that if any  stockholder  shall in  person  or by  attorney  thereunto
authorized,  in writing or by telegraph,  cable or wireless, waive notice of any
meeting of the  stockholders,  whether prior to or after such  meeting,  no such
notice need be given.  Notice of any adjourned meeting of the stockholders shall
not be required to be given, except as expressly required by law.

         Section 8. LIST OF STOCKHOLDERS.  It shall be the duty of the Secretary
or other officer of the Corporation who shall have charge of the stock ledger to
prepare and make, at least ten (10) days before every  election of directors,  a
complete list of the  stockholders  entitled to vote,  arranged in  alphabetical
order, and showing the address, and the number of shares registered in, the name
of each  stockholder.  Such  list  shall be open for ten (10)  days at the place
where said  election is to be held or at some other  specified  place within the
City of Windsor,  State of  Connecticut to the  examination  of any  stockholder
during  ordinary  business  hours and shall be produced and kept at the time and
place  of the  election  during  the  whole  time  thereof  and  subject  to the
inspection  of any  stockholder  who may be present.  The  original or duplicate
stock ledger shall be the only evidence as to who are the stockholders  entitled
to examine such list or the books of the  Corporation or to vote in person or by
proxy at such election.

         Section 9. QUORUM. At each meeting of the stockholders,  the holders of
record of one third (1/3) of the issued and outstanding stock of the Corporation
entitled  to vote  at  such  meeting,  present  in  person  or by  proxy,  shall
constitute  a quorum for the  transaction  of business,  except where  otherwise
provided by law, the Restated  Certificate of Incorporation or these Bylaws.  In
the absence of a quorum, any officer entitled to preside at, or act as Secretary
of, such  meeting  shall have the power to adjourn the meeting from time to time
until a quorum shall be  constituted.  At any 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  called,  but only those  stockholders
entitled to vote at the meeting as originally  noticed shall be entitled to vote
at any adjournment or adjournments thereof.

         Section  10.  VOTING.  Except as  otherwise  provided  in the  Restated
Certificate of  Incorporation,  at every meeting of the stockholders each holder
of record of the issued and  outstanding  stock of the  Corporation  entitled to
vote at such  meeting  shall be  entitled  to one vote in person or by proxy for
each such share of stock entitled to vote held by such stockholder, but no proxy
shall be voted after three (3) years from its date unless the proxy provides for
a longer period,  and, except where the transfer books of the Corporation  shall
have been  closed for a date  shall  have been fixed as the record  date for the
determination of stockholders entitled to vote, no share of stock shall be voted
at any election for directors which shall have been  transferred on the books of
the  Corporation  within  twenty  (20)  days next  preceding  such  election  of
directors. Shares of its own capital stock belonging to the Corporation directly
or indirectly shall not be voted upon directly or indirectly. At all meetings of
the  stockholders,  a quorum  being  present,  all  matters  shall be decided by
majority  vote of the  shares of stock  entitled  to vote  held by  stockholders
present in person or by proxy,  except as otherwise  required by the laws of the
State of Delaware.  Unless  otherwise  provided in the Restated  Certificate  of
Incorporation, all elections of directors shall be by

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ballot. Unless demanded by a stockholder of the Corporation present in person or
by proxy at any meeting of the  stockholders  and entitled to vote thereat or as
so directed by the  Chairman of the meeting or required by the laws of the State
of Delaware,  the vote thereat on any other question need not be by ballot. On a
vote by ballot, each ballot shall be signed by the stockholder voting, or in his
name by his proxy, if there be such proxy,  and shall state the number of shares
voted by him and the number of votes to which each share is entitled.

                                   ARTICLE III

                               BOARD OF DIRECTORS

         Section 1. GENERAL  POWERS.  The property,  business and affairs of the
Corporation shall be managed by the Board of Directors.

         Section 2. NUMBER AND TERM OF OFFICE.  The number of directors shall be
fixed from time to time by resolution of the Board of Directors but shall not be
less than three (3).  Directors shall be stockholders.  Each director shall hold
office until the annual meeting of the stockholders next following  election and
until a  successor  shall have been  elected  and shall  qualify,  or until such
director's death, resignation or removal.

         Section 3. QUORUM AND MANNER OF ACTING.  Unless  otherwise  provided by
law, the presence of one third (1/3) of the whole Board of Directors, and in any
case not less than two (2) directors,  shall be necessary to constitute a quorum
for the transaction of business.  In the absence of a quorum,  a majority of the
directors present may adjourn the meeting from time to time until a quorum shall
be present.  Notice of any adjourned  meeting need not be given. At all meetings
of the directors,  a quorum being  present,  all matters shall be decided by the
affirmative  vote of a majority of the  directors  present,  except as otherwise
required by the laws of the State of Delaware.

         Section 4. PLACE OF MEETINGS, BOOKS AND RECORDS. The Board of Directors
may hold its  meetings,  and keep the books and records of the  Corporation,  at
such place or places  within or without  the State of  Delaware as the Board may
from time to time determine.

         Section 5. ANNUAL MEETING. As promptly as practicable after each annual
meeting  of the  stockholders  for the  election  of  directors,  the  Board  of
Directors shall meet for the purpose of  organization,  the election of officers
and the transaction of other business. Notice of such meeting need not be given.
Such  meeting may be held at any other time or place as shall be  specified in a
notice  given as  hereinafter  provided  for  special  meetings  of the Board of
Directors or in a waiver of notice thereof signed by all the directors.

         Section 6. REGULAR MEETINGS. Regular meetings of the Board of Directors
may be held at such time and place, within or without the State of Delaware,  as
shall from time to time be determined by the Board of Directors. After there has
been such determination, and notice thereof has been given to each member of the
Board of Directors, regular meetings may be held without further notice.

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         Section 7. SPECIAL MEETINGS AND NOTICE THEREOF. Special meetings of the
Board of Directors  shall be held whenever  called by the Chairman of the Board,
the  President  or by a majority of the  directors.  Notice of each such meeting
shall be mailed to each  director,  addressed  to such  director's  residence or
usual  place of  business,  at least two (2) days  before  the date on which the
meeting is to be held, or shall be sent to such place by telegraph, cable, radio
or wireless, or be delivered personally or by telephone,  not later than the day
before the day on which such meeting is to be held. Each such notice shall state
the time and place of the meeting and the purpose thereof. In lieu of the notice
to be given as set forth  above,  a waiver  thereof  in  writing,  signed by the
director or directors entitled to said notice,  whether before or after the time
stated therein,  shall be deemed equivalent thereto for purposes of this Section
7. No notice to or waiver by any director  with  respect to any special  meeting
shall be required if such director shall be present at said meeting.

         Section 8.  RESIGNATION.  Any director of the Corporation may resign at
any time by giving  written  notice  thereof to the  Chairman of the Board,  the
President or the Secretary of the  Corporation.  The resignation of any director
shall take effect upon receipt of notice  thereof or at such later time as shall
be  specified in such notice;  and,  unless  otherwise  specified  therein,  the
acceptance of such resignation shall not be necessary to make it effective. When
one or more directors shall resign from the Board, effective at a future date, a
majority of the directors  then in office  including  those who have so resigned
shall have the power to fill such vacancy or vacancies, the vote thereon to take
effect when such resignation or resignations shall become effective.

         Section 9. REMOVAL.  Any director may be removed if two thirds (2/3) of
the whole Board  determines  that the  director in question is or has engaged in
activities,  the  nature  of  which  have or  would  bring  disrepute  upon  the
Corporation, at a meeting called for that purpose.

         Section  10.  VACANCIES.  Vacancies  and  newly  created  directorships
resulting from any increase in the authorized  number of directors may be filled
by a majority of the directors then in office,  although less than a quorum,  or
by a  sole  remaining  director,  unless  otherwise  provided  by  the  Restated
Certificate of Incorporation or the laws of the State of Delaware.

         Section 11.  COMPENSATION  OF  DIRECTORS.  By  resolution of the Board,
directors may receive a stated salary for their  services and a specific sum may
be allowed for  attendance at each regular or special  meeting of the Board or a
specific  sum may be  allowed  for  attendance  at a  meeting  of any  committee
thereof;  provided that nothing herein  contained shall be construed to preclude
any director from serving the Corporation or any subsidiary thereof in any other
capacity and receiving compensation therefore.

         Section 12.  COMMITTEES.  The Board of  Directors  may,  by  resolution
passed by a majority of the whole Board, designate one or more committees.  Each
committee shall consist of two or more directors of the  Corporation,  which, to
the extent  provided in the  resolution or in these  Bylaws,  shall have and may
exercise such powers of the Board in the  management of the business and affairs
of the Corporation (including the power to authorize the seal of the Corporation
to be  affixed  to all  papers  which  may  require  it),  as the  Board  may by
resolution determine and specify in the respective  resolutions appointing them,
subject to

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such   restrictions  as  may  be  contained  in  the  Restated   Certificate  of
Incorporation,  but no such committee shall have power or authority in reference
to the  following  matters:  (i)  approving,  adopting  or  recommending  to the
stockholders,  any action or matter  expressly  required  by Section  141 of the
General  Corporation Law of the State of Delaware (the "GCL") to be submitted to
stockholders  for approval or (ii) adopting,  amending or repealing any Bylaw of
the  Corporation.  Such  committee or committees  shall keep regular  minutes of
their proceedings and report them to the Board when required.  A majority of all
the members of any such committee may fix its rules of procedure,  determine its
action  and fix the time and  place,  whether  within  or  without  the State of
Delaware,  of its  meetings and specify what notice  thereof,  if any,  shall be
given, unless the Board of Directors shall otherwise by resolution provide.  The
Board of  Directors  shall  have  power to  change  the  membership  of any such
committee, to fill vacancies thereon and to discharge any such committee, or any
person  thereon,  at any time. The President of the  Corporation  shall be an ex
officio member of each committee of the Board. Each member of any such committee
shall be paid such fee, if any, as shall be fixed by the Board of Directors  for
each meeting of such committee attended.

         The following shall be the permanent  committees of the Board,  and the
duties and powers of each.

                  (a)  EXECUTIVE  COMMITTEE.  The Executive  Committee  shall be
         composed  of members of the Board.  It shall take such action as may be
         necessary  or required  between  meetings of the Board of  Directors in
         instances  where it is not  necessary or convenient to hold meetings of
         the full Board. Prior to any such meeting,  an attempt shall be made to
         contact  all of the  members of the Board by  telephone,  facsimile  or
         e-mail. It shall have the full power of the Board,  except as set forth
         in Section 141,  GCL.  All of its actions  shall be reported in written
         minutes,  which shall be reviewed  and approved or  disapproved  by the
         Board after each meeting and filed with the Board  minutes.  Any action
         taken by such  Committee  shall be  final,  unless  disapproved  by the
         Board,  and in such  instance  they shall be final,  and actions  taken
         pursuant thereto shall be valid, until such disapproval is evidenced by
         the Board.

                  (b) LOAN  COMMITTEE  AND  SPECIAL  ASSET  COMMITTEE.  The Loan
         Committee   shall  review  all  loans   proposed  to  be  made  by  the
         subsidiaries of the Corporation  which are in excess of an amount to be
         determined  from  time  to time  by the  Board,  or  which  have  other
         characteristics  that the Board  determines from time to time should be
         reviewed on behalf of the  Corporation.  The Committee  shall report to
         the Board when it seeks  direction or believes the Board should know of
         particular  transactions,  but will not regularly report. It shall keep
         its own records of its actions.

                  (c)  INVESTMENT  COMMITTEE.  The  Investment  Committee  shall
         review  the   investment   portfolios  of  the   Corporation   and  its
         subsidiaries.  The  Committee  shall  report to the Board when it seeks
         direction or believes the Board should know of particular transactions,
         but will not  regularly  report.  It shall keep its own  records of its
         actions.

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                  (d) COMPENSATION  COMMITTEE.  The Compensation Committee shall
         review  the  compensation  offered  by the  Corporation  to its  senior
         executives,   including  stock  option,  bonus,  retirement,   deferred
         compensation,   insurance  and  similar  matters.  It  shall  establish
         objectives and evaluate each senior executive in writing,  and make its
         objectives,  evaluations and compensation  recommendations to the Board
         as to such matters not less than  annually.  Its  proceedings,  and any
         Board  discussion  of them,  shall be kept on a  strictly  confidential
         basis.

                  (e) AUDIT  COMMITTEE.  The Audit Committee shall have at least
         two outside directors as members. It shall recommend the Auditors to be
         hired  by the  Corporation  and  shall  negotiate  the  terms  of their
         engagement.  It shall,  assisted by the  Auditors  of the  Corporation,
         determine   whether  the  Corporation   maintains   proper  checks  and
         deterrences  against  fraud  and  inaccurate   reporting  of  financial
         results.  It shall, at the conclusion of each year's audit,  review the
         management  letter prepared by the Auditors,  discuss it with them and,
         with the  assistance  of  management,  prepare a reply  which  shall be
         circulated to, and discussed with, the Board.

                  (f) CORPORATE GOVERNANCE COMMITTEE.  The Corporate Governance
         Committee shall:

                           (i)  Consider  and recruit  members of the Board.  It
                  shall  seek  to  maintain  an  active  and  effective   Board.
                  Potential nominees will be interviewed, screened and nominated
                  by them.  Each nominee  will  normally own Common Stock of the
                  Corporation,   but  such  ownership  may  be  waived  by  such
                  Committee. The activities of present members of the Board will
                  be  reviewed  by this  Committee  to  determine  if  they  are
                  actively assisting the Corporation in its mission.  Any member
                  of the Board who  knows of a person  who would be a  desirable
                  candidate  for  election  to  the  Board  shall  contact  this
                  Committee.

                           (ii) Together with the management of the Corporation,
                  it will  evaluate  candidates  for  principal  officers of the
                  Corporation.

                           (iii)  On  an  ongoing  basis,  it  will  review  the
                  Restated  Certificate of Incorporation,  Bylaws,  the internal
                  procedures and policies of the Corporation and other governing
                  documents  and  recommend  amendments  when it feels  they are
                  required to ensure that such  procedures  and  policies do not
                  hinder,  but  assist  the  Corporation  in  carrying  out  its
                  mission, and in redefining that mission when necessary.

         The records of this Committee will be confidential.  It will not itself
         take any independent action, but make recommendations to the Board.

         Section 13. ACTION WITHOUT MEETING. Any action required or permitted to
be taken at any meeting of the Board of  Directors or of any  committee  thereof
may be taken without a meeting if prior to such action a written consent thereto
is signed by all members of the Board or of such committee,  as the case may be,
and such written  consent is filed with the minutes or  proceedings of the Board
or committee.

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                                   ARTICLE IV

                                    OFFICERS

         Section 1. NUMBER. The principal officers of the Corporation shall be a
Chairman of the Board, a President, one or more Vice Presidents, a Treasurer and
a Secretary.  The  Corporation  may also have, at the discretion of the Board of
Directors,  such other  officers  as may be  appointed  in  accordance  with the
provisions  of these  Bylaws.  One person may hold the  offices  and perform the
duties of any two or more of said  offices,  except  the  offices  and duties of
President and Secretary.

         Section 2. ELECTION OR  APPOINTMENT  AND TERM OF OFFICE.  The principal
officers of the  Corporation  shall be chosen annually by the Board of Directors
at the annual  meeting  thereof.  Each such  officer  shall hold office  until a
successor  shall  have  been duly  chosen  and shall  qualify,  or until  death,
resignation or removal.

         Section 3. SUBORDINATE  OFFICERS. In addition to the principal officers
enumerated in Section 1 of this Article IV, the Corporation may have one or more
Assistant Treasurers, one or more Assistant Secretaries and such other officers,
agents and employees as the Board of Directors may deem necessary,  each of whom
shall hold office for such period, have such authority,  and perform such duties
as the President or the Board of Directors may from time to time determine.  The
Board of Directors  may delegate to any  principal  officer the power to appoint
and to remove any such subordinate officers, agents or employees.

         Section 4. REMOVAL. Any officer may be removed,  either with or without
cause,  at any time,  by  resolution  adopted by the Board of  Directors  at any
regular  meeting of the Board or at any special  meeting of the Board at which a
quorum is present.

         Section 5.  RESIGNATIONS.  Any officer may resign at any time by giving
written  notice to the  Chairman of the Board or to the Board of Directors or to
the President or to the Secretary.  Any such resignation  shall take effect upon
receipt  of such  notice or at any later time  specified  therein;  and,  unless
otherwise  specified  therein,  the acceptance of such resignation  shall not be
necessary to make it effective.

         Section  6.  VACANCIES.  A vacancy  in any office may be filled for the
unexpired  portion  of the term in the  manner  prescribed  in these  Bylaws for
election or appointment to such office for such term.

         Section 7.  CHAIRMAN  OF THE BOARD.  The  Chairman  of the Board  shall
preside at all  meetings  of  stockholders  and at all  meetings of the Board of
Directors  and shall perform such other duties and have such other powers as the
Board of Directors may from time to time prescribe.

         Section  8.  PRESIDENT.  The  President  shall be the  chief  executive
officer of the  Corporation  and as such shall have general  supervision  of the
affairs of the Corporation,

<PAGE>


subject to the control of the Board of Directors. In the absence of the Chairman
of the Board, the President shall preside at all meetings of stockholders and at
all meetings of the Board of Directors. Subject to the control and discretion of
the Board of Directors, the President may enter into any contract or execute and
deliver  any  instrument  in the name and on behalf of the  Corporation,  and in
general, shall perform all duties incident to the office of President, as herein
defined,  and all such other  duties as from time to time may be assigned by the
Board of Directors.

         Section 9. VICE  PRESIDENTS.  The Vice Presidents in the order of their
seniority,  unless otherwise determined by the Board of Directors, shall, in the
absence or  disability  of the  President,  perform the duties and  exercise the
powers of the  President.  They shall  perform  such other  duties and have such
other powers as the  President  or the Board of Directors  may from time to time
prescribe.

         Section 10. TREASURER.  The Treasurer shall have charge and custody of,
and be responsible  for, all funds and securities of the  Corporation  and shall
deposit  all such  funds in the name of the  Corporation  in such banks or other
depositories as shall be selected by the Board of Directors. The Treasurer shall
exhibit at all reasonable  times the books of accounts and records to any of the
directors of the  Corporation  upon  application  during  business  hours at the
office of the  Corporation  where such  books and  records  shall be kept;  when
requested by the Board of  Directors,  shall render a statement of the condition
of the finances of the  Corporation at any meeting of the Board or at the annual
meeting of  stockholders;  shall receive,  and give receipt for,  moneys due and
payable to the Corporation  from any source  whatsoever;  and in general,  shall
perform all the duties incident to the office of Treasurer and such other duties
as from time to time may be assigned by the President or the Board of Directors.
The  Treasurer  shall  give such bond,  if any,  as the Board of  Directors  may
require.

         Section  11.  SECRETARY.  The  Secretary,  if  present,  shall  act  as
secretary at all meetings of the Board of Directors and of the  stockholders and
keep the  minutes  thereof in a book or books to be provided  for that  purpose;
shall see that all  notices  required  to be given by the  Corporation  are duly
given and  served;  unless  otherwise  directed  shall have  charge of the stock
records of the  Corporation;  shall see that all reports,  statements  and other
documents  required by law are properly  kept and filed;  and in general,  shall
perform all the duties incident to the office of Secretary and such other duties
as from time to time may be assigned by the President or the Board of Directors.

         Section 12. SALARIES.  The salaries of the principal  officers shall be
fixed from time to time by the Board of Directors, and the salaries of any other
officers may be fixed by the President.


                                    ARTICLE V

                                 INDEMNIFICATION

<PAGE>


         The Corporation  shall indemnify any person who has or is a party or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding  whether civil,  criminal,  administrative  or  investigative
(other  than an action by or in the right of the  Corporation)  by reason of the
fact that such  person is or was a director  or officer  to the  maximum  extent
permitted by Section 145 of the GCL.


<PAGE>



                                   ARTICLE VI

                            SHARES AND THEIR TRANSFER

         Section 1. CERTIFICATE OF STOCK.  Every  stockholder of the Corporation
shall be entitled to a certificate  or  certificates,  to be in such form as the
Board of  Directors  shall  prescribe,  certifying  the  number of shares of the
capital stock of the Corporation owned by such stockholder.

         Section 2. STOCK  CERTIFICATES.  Any stock  certificate which certifies
the number of shares  owned by any holder of stock of the  Corporation  shall be
numbered  in the  order in which it shall be  issued  and shall be signed by the
Chairman  of the  Board  or the  President  or any  Vice  President,  and by the
Treasurer or an Assistant  Treasurer or the Secretary or an Assistant  Secretary
of the Corporation and shall have the seal of the Corporation  affixed  thereto;
provided,  however, that, where any such certificate is signed (i) by a transfer
agent or an  assistant  transfer  agent or (ii) by a  transfer  clerk  acting on
behalf of the Corporation  and a registrar,  if the Board shall by resolution so
authorize,  the  signature  of  such  Chairman  of the  Board,  President,  Vice
President,  Treasurer, Secretary, Assistant Treasurer or Assistant Secretary and
the seal of the  Corporation may be facsimiles  thereof.  In case any officer or
officers of the Corporation who shall have signed, or whose facsimile  signature
or signatures  shall have been used on, any such  certificate  shall cease to be
such officer or officers,  whether by reason of death, resignation or otherwise,
before such  certificate  shall have been  delivered  by the  Corporation,  such
certificate  may  nevertheless  be adopted by the  Corporation and be issued and
delivered as though the person or persons who signed such certificate,  or whose
facsimile  signature  or  signatures  shall have been affixed  thereto,  had not
ceased to be such officer or officers.

         Section  3.  STOCK  LEDGER.  A record  shall be kept by the  Secretary,
transfer  agent or by any other  officer,  employee or agent  designated  by the
Board of Directors of the name of the person,  firm or  corporation  holding the
stock represented by such certificate,  the number of shares represented by such
certificate,  and the date  thereof,  and in case of  cancellation,  the date of
cancellation.

         Section  4.   CANCELLATION.   Every  certificate   surrendered  to  the
Corporation  for exchange or transfer shall be canceled,  and no new certificate
or certificates  shall be issued in exchange for any existing  certificate until
such existing certificate shall have been so canceled,  except in cases provided
for in Section 7 of this Article VI.

         Section 5. TRANSFER OF STOCK.  Transfers of shares of the capital stock
of the  Corporation  shall be made only on the books of the  Corporation  by the
registered holder thereof,  or by an attorney  thereunto  authorized by power of
attorney duly executed and filed with the Secretary of the Corporation or with a
transfer clerk or a transfer agent  appointed as in Section 6 of this Article VI
provided,  and on surrender of the certificate or  certificates  for such shares
properly endorsed and the payment of all taxes thereon. The person in whose name
shares of stock stand on the books of the Corporation  shall be deemed the owner
thereof for all  purposes as regards the  Corporation;  provided,  however  that
whenever any

<PAGE>


transfer of shares shall be made for collateral  security,  and not  absolutely,
such fact, if known to the Secretary of the  Corporation,  shall be so expressed
in the entry of transfer.

         Section 6. REGULATIONS.  The Board of Directors may make such rules and
regulations  as it may  deem  expedient,  not  inconsistent  with  the  Restated
Certificate of Incorporation or these Bylaws, concerning the issue, transfer and
registration of certificates for shares of the stock of the Corporation.  It may
appoint, or authorize any principal officer or officers to appoint,  one or more
transfer clerks or one or more transfer agents and one or more  registrars,  and
may require all certificates of stock to bear the signature or signatures of any
of them.

         Section 7. LOST,  STOLEN,  MUTILATED  OR DESTROYED  CERTIFICATES.  As a
condition  to the  issue  of a new  certificate  of  stock  in the  place of any
certificate theretofore issued and alleged to have been lost, stolen,  mutilated
or destroyed,  the Board of Directors, in its discretion,  may require the owner
of any such certificate,  or a legal  representative,  to give the Corporation a
bond in such sum and in such form as it may direct to indemnify the  Corporation
against any claim that may be made  against it on account of the  alleged  loss,
theft, mutilation or destruction of any such certificate or the issuance of such
new certificate.  Proper evidence of such loss, theft, mutilation or destruction
shall be  procured  for the  Board  of  Directors,  if  required.  The  Board of
Directors,   in  its  discretion,   may  authorize  the  issuance  of  such  new
certificates without any bond when in its judgment it is proper to do so.

         Section  8.  RECORD  DATE.  The Board may fix a date in  advance of not
exceeding fifty (50) days preceding the date of any meeting of stockholders (nor
less than ten (10) days  before the date of such  meeting),  or the date for the
payment of any dividend,  or the date for the  allotment of rights,  or the date
when any change or  conversion or exchange of capital stock shall go into effect
or a date in connection with obtaining any written  consent to corporate  action
without a meeting,  as a record date for the  determination  of the stockholders
entitled  to  notice  of,  and to vote at,  such  meeting,  and any  adjournment
thereof, or to receive payment of any dividend, or to receive any such allotment
of rights, or to exercise the rights in respect of any such change,  conversion,
or exchange of capital  stock or to give such written  consent,  as the case may
be,  notwithstanding  any transfer of any stock on the books of the  Corporation
after any record date so fixed.

                                   ARTICLE VII

                            MISCELLANEOUS PROVISIONS

         Section 1.  CORPORATE  SEAL.  The Board of  Directors  shall  provide a
corporate  seal,  which shall be in the form of a circle and shall bear the name
of the Corporation and words and figures showing that it was incorporated in the
State of Delaware in the year 1984. The Secretary  shall be the custodian of the
seal.  The Board of Directors may authorize a duplicate seal to be kept and used
by any other officer.

         Section 2. FISCAL  YEAR.  The fiscal year of the  Corporation  shall be
specified by the Board of Directors.

<PAGE>


         Section  3.  VOTING  OF STOCK  OWNED BY THE  CORPORATION.  The Board of
Directors may authorize any person on behalf of the Corporation to attend,  vote
and grant proxies to be used at any meeting of  stockholders  of any corporation
in which the Corporation may hold stock.

         Section  4.  DIVIDENDS.  Subject  to the  provisions  of  the  Restated
Certificate of  Incorporation,  the Board of Directors may, out of funds legally
available therefor, at any regular or special meeting declare dividends upon the
capital  stock  of the  Corporation  as and when  they  deem  expedient.  Before
declaring  any  dividend  there  may  be set  apart  out  of  any  funds  of the
Corporation  available for dividends such sum or sums as the directors from time
to time in their  discretion may deem proper for working capital or as a reserve
fund to meet  contingencies or for such other purposes as the directors may deem
conducive in the interests of the Corporation.

                                  ARTICLE VIII

                                   AMENDMENTS

         Except as  provided  in Section  11.8 of the  Restated  Certificate  of
Incorporation, the Bylaws of the Corporation may be altered, amended or repealed
either by the affirmative  vote of the holders of a majority of the stock issued
and  outstanding  and  entitled to vote in respect  thereof and  represented  in
person or by proxy at any annual or special meeting of the  stockholders,  or by
the  Board of  Directors  at any  regular  or  special  meeting  of the Board of
Directors.  Bylaws,  whether made or altered by the stockholders or by the Board
of Directors, shall be subject to alteration or repeal by the stockholders as in
this Article VIII above provided.