EXHIBIT 3.3
















                           AMENDED AND RESTATED BYLAWS

                                       OF

                          SIERRA HEALTH SERVICES, INC.

                             (a Nevada Corporation)

47312.2

<PAGE>



                                TABLE OF CONTENTS

<TABLE>
                                                                                                           Page No.


         ARTICLE I
<CAPTION>

         Offices and Fiscal Year
<S>                                <C>                                                                            <C>
                           SECTION 1.01.             Principal Executive Office.................................  1
                           SECTION 1.02.             Other Offices..............................................  1
                           SECTION 1.03.                      Fiscal Year.......................................  1
</TABLE>

         ARTICLE II
<TABLE>
<CAPTION>

         Meetings of Stockholders
<S>                                <C>                                                                            <C>
                           SECTION 2.01.             Place of Meeting...........................................  1
                           SECTION 2.02.                      Annual Meeting....................................  1
                           SECTION 2.03.                      Special Meetings..................................  2
                           SECTION 2.04.                      Notice of Meetings................................  2
                           SECTION 2.05.                      Quorum, Manner of Acting and
Adjournment..........  2
                           SECTION 2.06.                      Organization......................................  3
                           SECTION 2.07.                      Voting............................................  3
                           SECTION 2.08.                      Voting Lists......................................  5
                           SECTION 2.09.                      Ballots:  Inspectors of Election.................. 
5
                           SECTION 2.10.                      Determination of Stockholders of
Record...........  5
                           SECTION 2.11.                      Consent of Stockholders in Lieu of
Meeting........  6
                           SECTION 2.12              Participation by Telephone or Similar
Means................  6
</TABLE>

<TABLE>

<CAPTION>
         ARTICLE III
         Directors and Management
<S>                                <C>                                                                            <C>
                           SECTION 3.01.                      Powers............................................  6
                           SECTION 3.02.                      Election, Number and Term of
Office...............  6
                           SECTION 3.03.                      Organization......................................  7
                           SECTION 3.04.                      Resignations......................................  7
                           SECTION 3.05.                      Vacancies.........................................  7
                           SECTION 3.06.                      Removal...........................................  7
                           SECTION 3.07.                      Place of Meeting..................................  8
                           SECTION 3.08.                      Organization Meeting..............................  8
                           SECTION 3.09.                      Regular Meetings..................................  8
                           SECTION 3.10.                      Special Meetings..................................  8
                           SECTION 3.11.                      Quorum, Manner of Acting, and
Adjournment.........  8
                           SECTION 3.12.                      Delegation of Board Authority to
Committees.......  8
                           SECTION 3.13.             Interested Directors or Officers;
Quorum...................  9
                           SECTION 3.14.                      Fees.............................................. 10
                  SECTION 3.15.             Participation by Telephone or Similar
Means..........................10
</TABLE>
<TABLE>

<CAPTION>
         ARTICLE IV
         Notice - Waivers
<S>                                <C>                                                                           <C>
                           SECTION 4.01.                      Notice............................................ 10
                           SECTION 4.02.                      Waivers of Notice................................. 10
</TABLE>


47312.2
                                      - i -

<PAGE>



<TABLE>

<CAPTION>
         ARTICLE V
         Officers
<S>                                <C>                                                                           <C>
                           SECTION 5.01.                      Number, Qualifications and
Designation............ 11
                           SECTION 5.02.                      Election and Term of Office.......................
11
                           SECTION 5.03.                      Subordinate Officers, Committees and
Agents....... 11
                           SECTION 5.04.                      Resignations...................................... 11
                           SECTION 5.05.             Removal.................................................... 11
                           SECTION 5.06.             Vacancies.................................................. 12
                           SECTION 5.07.             General Powers............................................. 12
                           SECTION 5.08.             Chairman and Vice-Chairman of Board of
                                            Directors........................................................... 12
                           SECTION 5.09.             President.................................................. 12
                           SECTION 5.10.             Vice-Presidents............................................ 12
                           SECTION 5.11.             Secretary.................................................. 12
                           SECTION 5.12.             Treasurer.................................................. 13
                           SECTION 5.13.             Officers' Bonds............................................ 13
                           SECTION 5.14.             Salaries................................................... 13
</TABLE>
<TABLE>

         ARTICLE VI
<CAPTION>
         Certificates of Stock, Transfer, Etc
<S>                                <C>                                                                           <C>
                           SECTION 6.01.             Issuance................................................... 13
                           SECTION 6.02.             Transfer................................................... 13
                           SECTION 6.03.             Share Certificates......................................... 14
                           SECTION 6.04.             Record Holder of Shares....................................
14
                           SECTION 6.05.             Lost, Destroyed or Mutilated
Certificates.................. 14
</TABLE>
<TABLE>

         ARTICLE VII
<CAPTION>

         Indemnification of Corporate Agents
<S>                                <C>                                                               
                           SECTION 7.01.             Indemnification of Authorized Representatives in
                                            Third Party Proceedings............................................. 14
                           SECTION 7.02.             Indemnification of Authorized Representatives in
                                            Corporate Proceedings............................................... 15
                           SECTION 7.03.             Successful Defense......................................... 15
                           SECTION 7.04.             Determination that Indemnification is
Proper............... 15
                           SECTION 7.05.             Advance Payment of
Expenses................................ 15
                           SECTION 7.06.             Preservation of Other Rights;
Survival..................... 16
                           SECTION 7.07.             Severability............................................... 16
                           SECTION 7.08.             Subrogation................................................ 16
                           SECTION 7.09.             No Duplication of Payments.................................
16
                           SECTION 7.10.             Insurance and Other Financial
Arrangements................. 16
                           SECTION 7.11.             Nonapplicability to Fiduciaries of Employee
Benefit
                                            Plan................................................................ 17
                           SECTION 7.12.             Retroactive Effect......................................... 17
</TABLE>

<TABLE>

<CAPTION>
         ARTICLE VIII
         Corporate Records
<S>                                <C>                                                                           <C>
                           SECTION 8.01.             Access to Records of
Corporation........................... 17
                           SECTION 8.02.             Stockholders' Rights of Inspection.........................
18
</TABLE>

47312.2
                                     - ii -

<PAGE>



<TABLE>
<CAPTION>

         ARTICLE IX
         Director's Inspection of Records
<S>                                <C>                                                                           <C>
                           SECTION 9.01.             Absolute Right of Director to Inspect
Records.............. 18

         ARTICLE X
         Miscellaneous
                           SECTION 10.01.            Corporate Seal............................................. 19
                           SECTION 10.02.            Checks..................................................... 19
                           SECTION 10.03.            Contracts.................................................. 19
                           SECTION 10.04.            Deposits................................................... 19
                           SECTION 10.05.            Reports.................................................... 19
                           SECTION 10.06.            Amendment of Bylaws........................................
19

</TABLE>

47312.2
                                     - iii -

<PAGE>



                           AMENDED AND RESTATED BYLAWS

                                       OF

                          SIERRA HEALTH SERVICES, INC.

                             (a Nevada Corporation)

                                   ...ooOoo...


                                    ARTICLE I

                             Offices and Fiscal Year

         SECTION 1.01.  Principal  Executive  Office.  The  principal  executive
office of the  corporation  in the State of Nevada shall be at 2724 North Tenaya
Way,  Las  Vegas,  Nevada  89128,  until  otherwise  established  by a vote of a
majority of the board of directors in office,  and a statement of such change is
filed with the Secretary of State.

         SECTION 1.02.  Other Offices.  The corporation may also have offices at
such  other  places  within  or  without  the  State of  Nevada  as the board of
directors  may from time to time  appoint  or the  business  of the  corporation
require.

     SECTION  1.03.  Fiscal Year.  The fiscal year of the  corporation  shall be
established by a vote of a majority of the board of directors.


                                   ARTICLE II

                            Meetings of Stockholders

         SECTION 2.01. Place of Meeting. All meetings of the stockholders of the
corporation  shall be held at the principal  executive office of the corporation
unless  another  place is  designated by the board of directors in the notice of
such meeting.

         SECTION 2.02.  Annual Meeting.  The board of directors may fix the date
and time of the annual meeting of the stockholders, but if no such date and time
is fixed by the board,  the meeting for any  calendar  year shall be held on the
second  Tuesday of June in such year,  if not a legal  holiday under the laws of
Nevada, and, if a legal holiday, then on the next succeeding business day, not a
Saturday,  at 10:00 a.m., and at said meeting the stockholders  then entitled to
vote  shall  elect  directors  and shall  transact  such other  business  as may
properly  be brought  before the  meeting;  provided,  however,  that unless the
notice of meeting,  or waiver of notice of such meeting,  sets forth the general
nature of any proposal to (1) approve or ratify a contract or transaction with a
director or with a  corporation,  firm or association in which a director has an
interest;  (2) amend the  Articles of  Incorporation  of this  corporation;  (3)
approve a reorganization or merger involving this corporation; (4) elect to wind
up and dissolve  this  corporation;  or (5) effect a plan of  distribution  upon
liquidation otherwise than in accordance with liquidation preferences

47312.2

<PAGE>



of  outstanding  shares with  liquidation  preferences,  no such proposal may be
approved at an annual meeting.

         SECTION 2.03. Special Meetings. Special meetings of the stockholders of
the  corporation  for any purpose or  purposes  may be called at any time by the
president or by the board of directors,  or by stockholders  entitled to cast at
least 10 percent of the votes which all stockholders are entitled to cast at the
particular meeting.

         At any  time,  upon  written  request  to the  chairman  of the  board,
president,  vice-president  or  secretary  by any person  (other than the board)
entitled to call a special meeting of stockholders,  the officer forthwith shall
cause  notice to be given to the  stockholders  entitled  to vote that a meeting
will be held at a time  requested by the person or persons  calling the meeting,
not less than 35 nor more than 60 days after the receipt of the request.  If the
notice is not given  within 20 days after  receipt of the  request,  the persons
entitled to call the meeting may give the notice.

         SECTION  2.04.  Notice of Meetings.  Written  notice of meetings of the
stockholders,  whether annual or special,  shall be given to each stockholder of
record  entitled to vote at the  meeting,  not less than 10 days (or, if sent by
third-class  mail, 30 days),  nor more than 60 days,  prior to the day named for
the meeting.  Every notice of a special  meeting shall state briefly the purpose
or purposes thereof,  and no business,  other than that specified in such notice
and matters germane thereto,  shall be transacted at any special meeting.  Every
notice of an annual meeting shall state those matters (including nominees to the
board of  directors  which  management  intends to  present)  which the board of
directors  intends,  at the  time  the  notice  is  mailed,  to  present  to the
stockholders  for action,  but, subject to Section 2.02 above, any proper matter
may be presented to the meeting for action.

         SECTION 2.05. Quorum, Manner of Acting and Adjournment. The presence in
person or by proxy of  stockholders  holding at least a  majority  of the voting
power are  necessary  to  constitute a quorum for the  transaction  of business.
Treasury  shares  shall  not be  counted  in  determining  the  total  number of
outstanding shares for voting purposes. The stockholders present in person or by
proxy at a duly organized meeting may continue to do business until adjournment,
notwithstanding  withdrawal of enough  stockholders to leave less than a quorum,
if any action taken (other than  adjournment) is approved by at least a majority
of the shares required to constitute a quorum.

         If a meeting cannot be organized because a quorum has not attended, the
stockholders  entitled to vote and present in person or represented by proxy may
adjourn  the meeting to such time and place as they may  determine.  At any such
adjourned  meeting  at which a  quorum  may be  present,  such  business  may be
transacted as might have been transacted at the meeting as originally called.

         No  notice  of  any  adjourned  meeting  of  the  stockholders  of  the
corporation  shall be  required  to be  given,  except  by  announcement  at the
meeting,  unless the  adjournment  is for more than 45 days or unless  after the
adjournment a new record date is fixed for the adjourned meeting.



47312.2
                                                     - 2 -

<PAGE>



         Except as  otherwise  specified  in the  articles or these bylaws or by
statute,  the vote, at a duly organized  meeting at which a quorum is present in
person or by proxy,  of the  stockholders  who hold at least a  majority  of the
voting power of the issued and outstanding stock entitled to voting power, shall
be the act of the stockholders.

         SECTION 2.06. Organization.  At every meeting of the stockholders,  the
chairman  of the board,  if there be one, or in the case of vacancy in office or
absence of the chairman of the board,  one of the following  officers present in
the  order  stated:  the  vice-chairman  of the  board,  if  there  be one,  the
president,  the  vice-presidents  in their  order of rank  and  seniority,  or a
chairman  chosen by the  stockholders  entitled  to cast a majority of the votes
which all stockholders present in person or by proxy are entitled to cast, shall
act as  chairman,  the  secretary,  or,  in the  absence  of the  secretary,  an
assistant  secretary,  or in the  absence of both the  secretary  and  assistant
secretaries, a person appointed by the chairman, shall act as secretary.

         SECTION 2.07. Voting.  Every stockholder  entitled to vote at a meeting
of stockholders or to express consent or dissent to corporate  action in writing
without  a meeting  may  designate  another  person  or  persons  to act for the
stockholder  by proxy.  Without  limiting the manner in which a stockholder  may
authorize  another  person or  persons  to act for him as proxy,  the  following
constitute valid means by which a stockholder may grant such authority:

                           (a) A stockholder  may execute a writing  authorizing
                  another  person or persons to act for him as proxy.  Execution
                  may be  accomplished  by the  signing  of the  writing  by the
                  stockholder or his authorized officer,  director,  employee or
                  agent or by causing the  signature  of the  stockholder  to be
                  affixed to the writing by any reasonable means, including, but
                  not limited to, a facsimile signature.

                           (b) A  stockholder  may authorize  another  person or
                  persons to act for him as proxy by transmitting or authorizing
                  the  transmission  of a telegram,  cablegram or other means of
                  electronic  transmission  to the person who will be the holder
                  of the proxy or to a firm which solicits proxies or like agent
                  who is  authorized by the person who will be the holder of the
                  proxy  to  receive  the   transmission.   Any  such  telegram,
                  cablegram  or other  means  of  electronic  transmission  must
                  either set forth or be submitted with  information  from which
                  it can be  determined  that the  telegram,  cablegram or other
                  electronic transmission was authorized by the stockholder.  If
                  it  is  determined  that  the  telegram,  cablegram  or  other
                  electronic transmission is valid, the persons appointed by the
                  corporation to count the votes of  stockholders  and determine
                  the  validity of proxies and ballots or other  persons  making
                  those  determinations  must specify the information upon which
                  they relied.

                  Any  copy,  communication  by  telecopier,  or other  reliable
                  reproduction of the writing or transmission  created  pursuant
                  to the foregoing,  may be substituted for the original writing
                  or transmission for any purpose for which the original writing
                  or transmission  could be used, if the copy,  communication by
                  telecopier,  or other reproduction is a complete  reproduction
                  of the entire original writing or transmission.



47312.2
                                                     - 3 -

<PAGE>



                  Every  proxy  shall  be  filed  with  the   secretary  of  the
                  corporation.  No proxy  shall be valid after 6 months from the
                  date of its  creation,  unless it is coupled with an interest,
                  or unless the stockholder specifies in it the length for which
                  it is to continue in force,  which may not exceed 7 years from
                  the date of its  creation.  Subject  to the  restrictions  set
                  forth herein,  any proxy  properly  created is not revoked and
                  continues in full force and effect until another instrument or
                  transmission revoking it or a properly created proxy bearing a
                  later date is filed with or  transmitted  to the  secretary of
                  the corporation or another person or persons  appointed by the
                  corporation to count the votes of  stockholders  and determine
                  the  validity  of proxies  and  ballots,  or unless the person
                  giving the proxy  attends the  meeting and votes in person.  A
                  proxy which states on its face that it is irrevocable  will be
                  irrevocable  for the period of time specified in the proxy, if
                  held by a person (or nominee of a person)  specified by law to
                  have  sufficient  interest to make such proxy  irrevocable and
                  only so long as he shall have such interest. A proxy shall not
                  be revoked  by the death or  incapacity  of the maker  unless,
                  before  the vote is  counted or the  authority  is  exercised,
                  written  notice of such death or incapacity is received by the
                  corporation.

         Except when a record date has been fixed,  every  stockholder of record
at the close of business on the  business  day next  preceding  the day on which
notice is given shall be entitled to notice of every stockholders'  meeting, or,
if notice is waived, every stockholder of record at the close of business on the
business  day next  preceding  the day on which  the  meeting  is held  shall be
entitled to vote at every stockholders' meeting.

         Each  stockholder  entitled  to vote is  entitled  to one vote for each
share  except that at any election of  directors,  each  stockholder  possessing
voting  power  shall be  entitled  to as many  votes as equal the  number of his
shares of stock  multiplied  by the number of directors to be elected,  and such
holder  may cast all such votes for a single  director  or may  distribute  them
among the number to be voted for or any two or more of them, as such stockholder
may see fit. The stockholders and any proxyholders for such  stockholders  shall
be entitled to exercise the right of  cumulative  voting at any meeting held for
the election of directors if:

                  (1)      Before  the  vote  for  election  of   directors,   a
                           stockholder  of  the  corporation  shall  have  given
                           written  notice to the  president or secretary of the
                           corporation  that the  stockholder  desires  that the
                           voting for the election of  directors be  cumulative;
                           and

                  (2)      The notice is given not less than 48 hours before the
                           time fixed for holding the meeting,  if notice of the
                           meeting  has not been  given at least 10 days  before
                           the date of the meeting,  and otherwise not less than
                           24 hours before the meeting.  At the meeting,  before
                           the  commencement  of  voting  for  the  election  of
                           directors,  an  announcement  of the giving of notice
                           must be made by the chairman or the  secretary of the
                           meeting or by or on behalf of the stockholder  giving
                           the notice.

         Notice to stockholders of the requirement of subparagraphs  (1) and (2)
shall be  contained in the notice  calling the meeting or in the proxy  material
accompanying such notice.


47312.2
                                                     - 4 -

<PAGE>



         Any  holder of shares  entitled  to vote on any matter may vote part of
his shares in favor of the proposal and refrain from voting the remaining shares
or vote them against the proposal.  If a stockholder fails to specify the number
of shares that he is voting affirmatively, it will be conclusively presumed that
the  stockholder's  approving  vote is with  respect  to all  shares  which such
stockholder is entitled to vote.

         SECTION  2.08.  Voting Lists.  The officer or agent of the  corporation
having charge of the transfer books for shares of the corporation shall make, at
least 5 days  before  each  meeting  of  stockholders,  a  complete  list of the
stockholders  entitled to vote at the meeting,  arranged in alphabetical  order,
with the address of and the number of shares  held by each,  which list shall be
kept on file at the registered  office of the corporation,  and shall be subject
to inspection by any  stockholder at any time during usual business  hours.  The
original share ledger or transfer book, or a duplicate thereof,  kept in Nevada,
shall be prima facie evidence as to who are the stockholders entitled to examine
such list or share ledger or transfer  book,  or to vote, in person or by proxy,
at any meeting of stockholders.

         SECTION 2.09. Ballots: Inspectors of Election. The vote upon any matter
need not be by ballot, except that elections for directors shall be by ballot if
a stockholder so demands at the meeting and before the voting begins. In advance
of any meeting of stockholders, the board of directors may appoint inspectors of
election,  who  need  not  be  stockholders,  to  act  at  such  meeting  or any
adjournment  thereof.  If  inspectors  of  election  are not so  appointed,  the
chairman of any such meeting may, and upon the demand of any  stockholder or the
stockholder's  proxy at the  meeting  and before  voting  begins  shall  appoint
inspectors of election.  The number of inspectors  shall be either one or three,
as  determined,  in the event  that of  inspectors  appointed  upon  demand of a
stockholder,  by stockholders  present  entitled to cast a majority of the votes
which all stockholders  present are entitled to cast thereon. No person who is a
candidate for office shall act as an inspector.  In case any person appointed as
inspector  fails to appear or fails or refuses to act, the vacancy may be filled
by appointment made by the board of directors in advance of the convening of the
meeting, or at the meeting by the chairman of the meeting.

         If  inspectors  of election  are  appointed  as  aforesaid,  they shall
determine  the number of shares  outstanding  and the voting power of each,  the
shares represented at the meeting,  the existence of a quorum, the authenticity,
validity and effect of proxies, receive votes or ballots, hear and determine all
challenges  and  questions  in any way arising in  connection  with the right to
vote,  count and tabulate all votes,  determine the result,  and do such acts as
may be proper to conduct the election or vote with fairness to all stockholders.
If there be three inspectors of election,  the decision, act or certificate of a
majority shall be effective in all respects as the decision,  act or certificate
of all.

         On request of the chairman of the meeting or of any  stockholder or the
stockholder's  proxy,  the  inspectors  shall  make a report in  writing  of any
challenge or question or matter  determined by them, and executive a certificate
of any fact found by them.



47312.2
                                                     - 5 -

<PAGE>



         SECTION 2.10.  Determination  of Stockholders  of Record.  The board of
directors  may fix a date,  not more than 60 nor less than 10 days  prior to the
date of such  meeting of  stockholders,  nor more than 60 days prior to the date
fixed for the  payment  of any  dividend  or  distribution,  or the date for the
allotment of rights,  or the date when any change or  conversion  or exchange of
shares will be made or go into effect, as a record date for the determination of
the  stockholders  entitled  to notice of, or to vote at, any such  meeting,  or
entitled to receive payment of any such dividend or distribution,  or to receive
any such  allotment of rights,  or to exercise the rights in respect to any such
change,  conversion  or  exchange  of  shares;  and in such case,  if  otherwise
entitled,  all stockholders of record on the date so fixed, and no others, shall
be entitled to notice of, or to vote at, such meeting,  or to receive payment of
such  dividend  or  distribution  or to receive  such  allotment  of rights,  or
exercise such rights,  as the case may be,  notwithstanding  any transfer of any
shares  on the books of the  corporation  after any such  record  date  fixed as
aforesaid.

         In the event any meeting of  stockholders is adjourned for more than 45
days,  the board shall fix a new record date for  purposes of giving  notice of,
and  determining  the  holders of shares  entitled  to vote at,  such  adjourned
meeting.

         SECTION 2.11.  Consent of Stockholders in Lieu of Meeting.  Any action,
except for the  election of  directors,  required or  permitted to be taken at a
meeting of the  stockholders  may be taken  without a meeting and without  prior
notice if a consent or consents in writing,  setting  forth the action so taken,
shall be signed by stockholders holding at least a majority of the voting power,
except that if a different  proportion  of voting  power is required for such an
action at a meeting, then that proportion of written consents is required.

         SECTION 2.12 Participation by Telephone or Similar Means.  Stockholders
may participate in a meeting of stockholders by means of a telephone  conference
or similar method of  communication  by which all persons  participating  in the
meeting  can hear  each  other.  Participation  in a  meeting  pursuant  to this
subsection constitutes presence in person at the meeting.


                                   ARTICLE III

                            Directors and Management

         SECTION 3.01.  Powers.  The board of directors shall have full power to
conduct, manage, and direct the business and affairs of the corporation; and all
powers of the corporation,  except those specifically reserved or granted to the
stockholders  by statute or by the articles or these bylaws,  are hereby granted
to and vested in the board of directors.



47312.2
                                                     - 6 -

<PAGE>



         SECTION  3.02.  Election,  Number  and  Term of  Office.  The  board of
directors shall be not less than 3 nor more than 7 directors; provided, however,
that in cases where all the shares of the corporation are owned beneficially and
of record by 1 or 2 stockholders, the number of directors may be less than 3 but
not less than the number of  stockholders.  The number of directors may be fixed
from time to time exclusively by the Board of Directors pursuant to a resolution
adopted by a majority of the  directors.  The number of  directors  is currently
fixed at five (5).  The  directors  shall be divided  into two (2)  classes,  as
nearly equal in number as  possible,  with the term of office of the first class
(to consist currently of Messrs.  Anthony M. Marlon,  Robert A. Mayer, and Bruce
D. Mansdorf) and the term of office of the second class (to consist currently of
Messrs.  William J.  Raggio and  Charles  L.  Ruthe)  each to expire at the 1992
annual  meeting of  stockholders.  At the 1992 annual  meeting of  stockholders,
three (3) directors shall be elected to the first class, the term of which shall
expire at the 1993 annual meeting of  stockholders,  and two directors  shall be
elected to the second class of directors,  the term of which shall expire at the
1994 annual  meeting of  stockholders.  At each annual  meeting of  stockholders
following the 1992 annual meeting,  directors elected to succeed those directors
whose  terms  expire at such  meeting  shall be elected  for a term of office to
expire at the  second  succeeding  annual  meeting  of  stockholders  after this
election. Directors shall be elected to serve their respective terms and until a
successor  shall have been elected and qualified,  except in the event of death,
resignation or removal.  Notwithstanding  the foregoing,  at least one-fourth in
number of the directors of the Corporation shall be elected annually.

         SECTION 3.03. Organization. At every meeting of the board of directors,
the chairman of the board,  if there be one, or, in the case of a vacancy in the
office or absence of the chairman of the board,  one of the  following  officers
present in the order stated:  vice-chairman  of the board,  if there be one, the
president,  the  vice-presidents  in their  order of rank  and  seniority,  or a
chairman chosen by a majority of the directors present,  shall preside,  and the
secretary, or in the absence of the secretary, an assistant secretary, or in the
absence of the secretary and the assistant secretaries,  any person appointed by
the chairman of the meeting, shall act as secretary.

         SECTION 3.04. Resignations.  Any director of the corporation may resign
effective  upon  giving  written  notice  to  the  chairman  of the  board,  the
president,  the secretary, or the board of directors of the corporation,  unless
the notice specifies a later time for the effectiveness of such resignation.  If
the  resignation  is effective  at a future time, a successor  may be elected to
take office when the resignation becomes effective.

         SECTION 3.05.  Vacancies.  A vacancy or vacancies in the board shall be
deemed to exist in the case of death,  resignation,  or removal of any director,
or if the authorized  number of directors be increased,  or if the  stockholders
fail, at any annual or special  meeting of stockholders at which any director or
directors are elected,  to elect the full  authorized  number of directors to be
voted for at the meeting.  The board may declare vacant the office of a director
who has been  declared of unsound  mind by an order of court or  convicted  of a
felony.



47312.2
                                                     - 7 -

<PAGE>



         Any  vacancy  or  vacancies  in the board of  directors,  except  those
resulting from removal of a director, may be filled by a vote of the majority of
the remaining  members of the board of directors though less than a quorum or by
the sole remaining director, at any regular or special meeting; and the director
or directors so elected shall continue in office until the next annual  election
of  directors  of the  corporation  and until their  successors  shall have been
elected and qualified, or until their death, resignation or removal.

         The  stockholders  may elect a director at any time to fill any vacancy
not filled by the directors.  Any such election requires the affirmative vote of
the  majority  of the shares  represented  and voting at a duly held  meeting at
which a quorum is present (which shares voting  affirmatively also constitute at
least a majority of the required quorum).

         SECTION 3.06. Removal.  All or any of the directors may be removed from
office  without  assigning  any  cause,  by  the  vote  or  written  consent  of
stockholders  representing at least two-thirds of the voting power of the issued
and  outstanding  stock  entitled to voting  power,  except  that no  individual
director may be removed  under the  provisions  of this Section  except upon the
vote of stockholders  owning sufficient shares to have prevented his election to
office  in the  first  instance.  A  director  may not be  removed  prior to the
expiration of such  director's term of office except as provided in Section 3.05
and in this Section 3.06.  Any reduction of the  authorized  number of directors
does not remove any director prior to the expiration of such  director's term of
office.

         SECTION  3.07.  Place of Meeting.  The board of directors  may hold its
meeting at such place or places  within  Nevada,  or  elsewhere  as the board of
directors may from time to time  appoint,  or as may be designated in the notice
calling the meeting.

         SECTION  3.08.  Organization  Meeting.  Immediately  after each  annual
election of directors or other meeting at which the entire board of directors is
elected,  the newly  elected  board of  directors  shall meet for the purpose of
organization,  election of officers,  and the transaction of other business,  at
the place where said election of directors was held. Notice of such meeting need
not be given. Such  organization  meeting may be held at any other time or place
which shall be specified in a notice given as  hereinafter  provided for special
meeting of the board of directors.

         SECTION  3.09.  Regular  Meetings.  Regular  meetings  of the  board of
directors  shall be held at such time and place as shall be designated from time
to time by resolution of the board of directors.  If the date fixed for any such
regular  meeting  be a legal  holiday  under  the laws of the state  where  such
meeting  is to be  held,  then the  same  shall  be held on the next  succeeding
business  day,  not a Saturday,  or at such other time as may be  determined  by
resolution  of the board of directors.  At such  meetings,  the directors  shall
transact such business as may properly be brought before the meeting.  Notice of
regular meetings need not be given.

         SECTION  3.10.  Special  Meetings.  Special  meetings  of the  board of
directors  shall be held whenever called by the president or by 2 or more of the
directors.  Notice  of each  such  meeting  shall be given to each  director  by
telephone  or in  writing  at least 24 hours  (in the case of  notice  delivered
personally  by  telephone  or by  telegram)  or 4 days (in the case of notice by
mail)  before  the time at which the  meeting is to be held.  Every such  notice
shall state the time and place of the meeting.

47312.2
                                                     - 8 -

<PAGE>




         SECTION 3.11. Quorum, Manner of Acting, and Adjournment.  A majority of
the authorized  number of directors shall be present at each meeting in order to
constitute  a quorum  for the  transaction  of  business.  Except  as  otherwise
specified in the articles or these bylaws or provided by statute, the act of the
directors holding a majority of the voting power of the directors,  present at a
meeting at which a quorum is present shall be the act of the board of directors.
In the absence of a quorum, a majority of the directors  present may adjourn the
meeting  from  time to time  until a quorum  is  present,  and no  notice of any
adjourned meeting need be given, other than by announcement at the meeting.  The
directors  shall act only as a board and the individual  directors shall have no
power as  such;  provided,  however,  that any  action  which  may be taken at a
meeting of the board may be taken  without a meeting if a consent or consents in
writing  setting  forth  the  action  so  taken  shall be  signed  by all of the
directors and shall be filed with the minutes of the proceedings of the board.

         SECTION 3.12. Delegation of Board Authority to Committees. The board of
directors may designate  one or more  committees,  each of which must include at
least one director.  The appointment of members of a committee requires the vote
of a majority of the whole board of directors.

         Except as otherwise provided in this Section,  the Executive Committee,
if any,  shall  have  and  exercise  all of the  authority  of the  board in the
management  of the  business  and  affairs  of the  corporation  and  any  other
committee  shall  have and  exercise  the  authority  of the board to the extent
provided in the resolution designating the committee.

         Any such  committee of the board shall have the authority and powers of
the board in the  management  of the  business  and affairs of the  corporation,
except  with  respect  to  the  approval  of  any  action  which  also  requires
stockholders' approval or approval of outstanding shares.

         A majority of the members  designated  to a  committee,  or  alternates
designated  to replace  them as provided in this  Section,  shall  constitute  a
quorum for the transaction of business and the acts of a majority of the members
designated  to a  committee  or  their  replacements  shall  be the  acts of the
committee.

         Each committee shall keep regular minutes of its proceedings and report
such proceedings periodically to the board of directors.

         Sections 3.09, 3.10 and 3.11 shall apply mutatis mutandis to committees
of the board of directors.

         SECTION 3.13.              Interested Directors or Officers; Quorum.



47312.2
                                                     - 9 -

<PAGE>



         (1)      No contract or other  transaction  between the corporation and
                  one or more of its  directors  or  officers,  or  between  the
                  corporation and any corporation,  firm or association in which
                  one or more of its  directors  or officers  are  directors  or
                  officers  or are  financially  interested,  shall  be  void or
                  voidable  solely for this  reason or solely  because  any such
                  director  or officer  shall be  present at the  meeting of the
                  board of directors or a committee  thereof which authorizes or
                  approves the contract or  transaction,  or because the vote or
                  votes of common or interested  directors  shall be counted for
                  that  purpose,  if the  circumstances  specified in any of the
                  following paragraphs exist:

                  (a)      The  fact  of  the  common  directorship,  office  or
                           financial interest is disclosed or known to the board
                           of directors  or committee  and noted in the minutes,
                           and the board or  committee  authorizes,  approves or
                           ratifies the contract or transaction in good faith by
                           a vote  sufficient for the purpose  without  counting
                           the  vote  or  votes  of  the  common  or  interested
                           director or directors;

                  (b)      The  fact  of  the  common  directorship,  office  or
                           financial  interest  is  disclosed  or  known  to the
                           stockholders, and they approve or ratify the contract
                           or  transaction  in good faith by a majority  vote or
                           written consent of stockholders holding a majority of
                           the  voting  power.   The  votes  of  the  common  or
                           interested  directors or officers shall be counted in
                           any such vote of stockholders;

                  (c)      The  fact  of  the  common  directorship,  office  or
                           financial  interest is not  disclosed or known to the
                           director  or officer at the time the  transaction  is
                           brought   before  the  board  of   directors  of  the
                           corporation for action; or

                  (d)      The  contract  or  transaction  is  fair  as  to  the
                           corporation at the time it is authorized or approved.

         (2)      Common or interested  directors may be counted in  determining
                  the  presence  of a  quorum  at a  meeting  of  the  board  of
                  directors or a committee thereof which authorizes, approves or
                  ratifies a contract  or  transaction,  and if the votes of the
                  common  or  interested  directors  are  not  counted  at  such
                  meeting,  then a majority of the  disinterested  directors may
                  authorize, approve or ratify such contract or transaction.

         SECTION 3.14. Fees. Each director shall be paid such reasonable fee, if
any, as shall be fixed by the board of  directors  for each meeting of the board
of directors or committee of directors  which such director shall attend and may
be paid such other  compensation  for  services as a director as may be fixed by
the board of directors.



47312.2
                                                     - 10 -

<PAGE>



         SECTION 3.15.  Participation by Telephone or Similar Means.  Members of
the board or of any  committee  designated  by such board may  participate  in a
meeting of the board, or committee of the board by means of conference telephone
or similar method of  communication  by which all persons  participating  in the
meeting can hear each other. Participation in a meeting pursuant to this Section
shall constitute presence in person at such meeting.  Each person  participating
in the meeting shall sign the minutes thereof.



                                   ARTICLE IV

                                Notice - Waivers

         SECTION 4.01.  Notice.  Whenever written notice is required to be given
to any person under the provisions of the articles,  these bylaws, or the Nevada
Corporations  Code,  it may be given to such  person,  either  personally  or by
sending a copy thereof by first-class  mail (or if the  corporation has at least
500  stockholders  of record,  by third-class  mail),  or other means of written
communication,  charges prepaid,  to the address of such person appearing on the
books of the corporation,  or supplied by such person to the corporation for the
purpose of notice.  If the notice is sent by mail or by  telegraph,  it shall be
deemed to have been given to the person  entitled  thereto when deposited in the
United States mail or with a telegraph office for transmission to such person. A
notice of a meeting shall specify the place,  day and hour of the meeting and in
the case of a  special  meeting  of  stockholders,  the  general  nature  of the
business to be transacted.

         SECTION  4.02.  Waivers  of  Notice.  Whenever  any  written  notice is
required to be given under the provisions of the articles,  these bylaws, or the
Nevada Corporations Code, 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.  All waivers
and  consents  shall be filed with the  minutes of the meeting or the records of
the corporation.

         Attendance of a person,  either in person or by proxy,  at any meeting,
shall  constitute  a waiver  of notice of such  meeting,  except  where a person
attends a meeting for the express purpose of objecting to the transaction of any
business because the meeting was not lawfully called or convened.

                                    ARTICLE V

                                    Officers

         SECTION 5.01. Number,  Qualifications and Designation.  The officers of
the  corporation  shall  be a  chairman  of the  board,  president,  one or more
vice-presidents,  a secretary,  a treasurer,  and such other  officers as may be
elected in accordance  with the provisions of Section 5.03 of this Article.  The
chairman of the board and any vice-chairman of the board shall be elected by the
board of directors  from among the members of the board.  Any natural person may
hold  more  than  one  office.  Officers  may  but  need  not  be  directors  or
stockholders  of the  corporation.  All  officers  of the  corporation  shall be
natural persons of full age.

47312.2
                                                     - 11 -

<PAGE>




         SECTION  5.02.  Election  and  Term  of  Office.  The  officers  of the
corporation,  except those  elected by delegated  authority  pursuant to Section
5.03 of this Article,  shall be elected annually by the board of directors,  and
each such  officer  shall hold office after the  expiration  of his term until a
successor is chosen or until his resignation or removal before the expiration of
his term. A failure to elect  officers  shall not require the  corporation to be
dissolved.

         SECTION 5.03. Subordinate Officers, Committees and Agents. The board of
directors  may from time to time elect  such other  officers  and  appoint  such
committees,  employees,  or other agents as the business of the  corporation may
require, including one or more assistant secretaries,  and one or more assistant
treasurers, each of whom shall hold office for such period, have such authority,
and perform  such duties as are  provided  in these  bylaws,  or as the board of
directors may from time to time  determine.  The board of directors may delegate
to any  officer or  committee  the power to elect  subordinate  officers  and to
retain or appoint  employees or other  agents,  or  committees  thereof,  and to
prescribe  the authority and duties of such  subordinate  officers,  committees,
employees or other agents,  but in no event shall this  delegated  power include
the power to expand upon the authority and duties of the  vice-presidents as set
forth in Section 5.10.

         SECTION 5.04. Resignations. Any officer or agent may resign at any time
by giving written  notice to the board of directors,  or to the president or the
secretary of the  corporation  without  prejudice to the rights,  if any, of the
corporation  under  any  contract  to which  the  officer  is a party.  Any such
resignation  shall take  effect at the date of the  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 5.05. Removal. Any officer, committee,  employee or other agent
of the corporation may be removed,  either for or without cause, by the board of
directors or other authority which elected or appointed such officer, committee,
or other agent whenever in the judgment of such  authority,  the best interests
of the corporation will be served thereby.

         SECTION  5.06.  Vacancies.  A vacancy in any  office  because of death,
resignation, removal,  disqualification,  or any other cause, shall be filled by
the board of directors or by the officer or committee to which the power to fill
such office has been delegated pursuant to Section 5.03 of this Article,  as the
case may be, and if the office is one for which these  bylaws  prescribe a term,
shall be filled for the unexpired portion of the term.

         SECTION  5.07.  General  Powers.  All  officers of the  corporation  as
between themselves and the corporation, shall, respectively, have such authority
and perform  such duties in the  management  of the  property and affairs of the
corporation as may be determined by resolution of the board of directors,  or in
the absence of controlling provisions in a resolution of the board of directors,
as may be provided in these bylaws.

         SECTION 5.08.  Chairman and  Vice-Chairman  of Board of Directors.  The
chairman of the board or, in the absence of the chairman,  the  vice-chairman of
the board, shall preside at all meetings of the stockholders and of the board of
directors,  and  shall  perform  such  other  duties as may from time to time be
requested by the board of directors.



47312.2
                                                     - 12 -

<PAGE>



         SECTION 5.09.  President.  The president  shall be the chief  executive
officer of the corporation and shall have general  supervision over the business
and operations of the corporation, subject, however, to the control of the board
of directors. The president shall sign, execute and acknowledge,  in the name of
the  corporation,  deeds,  mortgages,  bonds,  contracts  or other  instruments,
authorized  by the board of  directors,  except in cases  where the  signing and
execution thereof shall be expressly delegated by the board of directors,  or by
these  bylaws,  to some  other  officer  or agent of the  corporation,  and,  in
general,  shall perform all duties  incident to the office of president and such
other duties as from time to time may be assigned by the board of directors.

         SECTION 5.10.  Vice-Presidents.  The board of directors may appoint one
or more  vice-presidents,  as it shall deem proper. In the absence or disability
of the president, the vice-presidents, in order of rank as fixed by the board of
directors,  shall perform all duties of the president, and when so acting, shall
have all of the  powers of and be subject  to all of the  restrictions  upon the
president.  Vice-presidents  shall have such powers and  perform  such duties as
from time to time may be prescribed for them by the board of directors.

         SECTION 5.11. Secretary.  The secretary or an assistant secretary shall
attend all meetings of the  stockholders and of the board of directors and shall
record all the votes of the stockholders and of the directors and the minutes of
the meetings of the stockholders and of the board of directors and of committees
of the  board in a book or books to be kept  for that  purpose;  shall  see that
notices  are  given  and  records  and  reports  properly  kept and filed by the
corporation  as  required  by law;  shall  be the  custodian  of the seal of the
corporation and see that it is affixed to all documents to be executed on behalf
of the  corporation  under its seal;  and, in general,  shall perform all duties
incident to the office of  secretary,  and such other duties as may from time to
time be assigned by the board of directors or the president.



47312.2
                                                     - 13 -

<PAGE>



         SECTION 5.12.  Treasurer.  The treasurer is the chief financial officer
of the corporation.The treasurer or an assistant treasurer shall have or provide
for the custody of the funds or other property of the corporation and shall keep
a separate  book  account of the same to his or her credit as  treasurer;  shall
collect and receive or provide for the  collection  and receipt of monies earned
by or in any manner due to or received  by the  corporation;  shall  deposit all
funds in his or her  custody  as  treasurer  in such  banks or other  places  of
deposit  as the  board of  directors  may from  time to time  designate;  shall,
whenever so required by the board of  directors,  render an account  showing all
transactions as treasurer, and the financial condition of the corporation;  and,
in  general,  shall  discharge  such  other  duties  as may from time to time be
assigned by the board of directors or the president.

     SECTION  5.13.  Officers'  Bonds.  Any  officer  shall  give a bond for the
faithful
     discharge  of the duties of the officer in such sum, if any,  and with such
surety or sureties as the
board of directors shall require.

         SECTION  5.14.  Salaries.  The salaries of the officers  elected by the
board of directors shall be fixed from time to time by the board of directors or
by such officer as may be designated by resolution of the board. The salaries or
other  compensation of any other  officers,  employees and other agents shall be
fixed from time to time by the officer or  committee to which the power to elect
such  officers or to retain or appoint  such  employees or other agents has been
delegated  pursuant  to  Section  5.03 of this  Article.  No  officer  shall  be
prevented from receiving such salary or other compensation by reason of the fact
that the officer is also a director of the corporation.


                                   ARTICLE VI

                      Certificates of Stock, Transfer, Etc.

         SECTION 6.01. Issuance. The share certificates of the corporation shall
be  numbered  and  registered  in the share  ledger  and  transfer  books of the
corporation  as they are  issued.  They  shall be signed by the  president  or a
vice-president  and by the secretary or an assistant  secretary or the treasurer
or an assistant  treasurer,  and shall bear the corporate  seal,  which may be a
facsimile,  engraved or printed; provided,  however, that where such certificate
is  countersigned  or otherwise  authenticated by a transfer agent or a transfer
clerk and by a registrar,  then a facsimile of the  signatures  of any corporate
officers or agents, the transfer agent or transfer clerk or the registrar of the
corporation may be printed or  lithographed  upon the certificate in lieu of the
actual signatures. In the event that any officer or officers who have signed, or
whose facsimile signatures have been used on any certificate or certificates for
stock cease to be an officer or officers because of death,  resignation or other
reason,  before the certificate or certificates for stock have been delivered by
the corporation,  the certificate or certificates may nevertheless be adopted by
the  corporation and be issued and delivered as though the person or persons who
signed  the  certificate  or  certificates,  or  whose  facsimile  signature  or
signatures  have been used thereon,  had not ceased to be an officer or officers
of the corporation.



47312.2
                                                     - 14 -

<PAGE>



         SECTION 6.02. Transfer.  Transfers of shares shall be made on the books
of the corporation upon surrender of the certificates therefore, endorsed by the
person named in the certificate or by attorney lawfully  constituted in writing.
No  transfer  shall be made  inconsistent  with the  provisions  of the  Uniform
Commercial Code of the State of Nevada and its amendments and supplements.

         SECTION  6.03.  Share  Certificates.  Certificates  for  shares  of the
corporation  shall be in such form as provided  by statute  and  approved by the
board of directors. The share record books and the blank share certificate books
shall  be kept by the  secretary  or by any  agent  designated  by the  board of
directors  for that  purpose.  Every  certificate  exchanged  or returned to the
corporation shall be marked "Canceled," with the date of cancellation.

         SECTION  6.04.  Record  Holder  of  Shares.  The  corporation  shall be
entitled  to  treat  the  person  in  whose  name any  share  or  shares  of the
corporation stand on the books of the corporation as the absolute owner thereof,
and shall not be bound to recognize any equitable or other claim to, or interest
in, such share or shares on the part of any other person.

         SECTION 6.05. Lost, Destroyed or Mutilated Certificates.  The holder of
any shares of the corporation  shall  immediately  notify the corporation of any
loss, destruction or mutilation of the certificate  therefore,  and the board of
directors may, in its discretion,  cause a new certificate or certificates to be
issued  to such  holder,  in case of  mutilation  of the  certificate,  upon the
surrender of the mutilated  certificate,  or, in case of loss or  destruction of
the certificate,  upon satisfactory  proof of such loss or destruction,  and, if
the board of directors  shall so  determine,  the deposit of a bond in such form
and in such sum, and with such surety or sureties, as it may direct.


                                   ARTICLE VII

                       Indemnification of Corporate Agents

         SECTION 7.01.  Indemnification  of Authorized  Representatives in Third
Party  Proceedings.  The  corporation  shall  indemnify any person who was or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative or investigative,
except an action  by or in the right of the  corporation,  by reason of the fact
that he is or was a director,  officer, employee or agent of the corporation, or
is or was serving at the  request of the  corporation  as a  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other enterprise,  against expenses, including attorneys' fees, judgments, fines
and amounts paid in settlement  actually and reasonably  incurred by such person
in connection  with the action,  suit or proceeding if such person acted in good
faith and in a manner  which such  person  reasonably  believed  to be in or not
opposed to the best  interests  of the  corporation,  and,  with  respect to any
criminal action or proceeding,  had no reasonable cause to believe such person's
conduct was  unlawful.  The  termination  of any action,  suit or  proceeding by
judgment,  order, settlement,  conviction,  or upon a plea of nolo contendere or
its equivalent,  does not, of itself,  create a presumption that such person did
not act in good faith and in a manner which such person  reasonably  believed to
be in or not opposed to the best interests of the  corporation,  and that,  with
respect to any criminal action or proceeding,  such person had reasonable  cause
to believe that such person's conduct was unlawful.

47312.2
                                                     - 15 -

<PAGE>




         SECTION  7.02.   Indemnification   of  Authorized   Representatives  in
Corporate Proceedings.  The corporation shall indemnify any person who was or is
a party  or is  threatened  to be made a party  to any  threatened,  pending  or
completed  action or suit by or in the  right of the  corporation  to  procure a
judgment  in its  favor by  reason  of the fact  that  such  person  is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the  request of the  corporation  as a director,  officer,  employee or agent of
another  corporation,  partnership,  joint  venture,  trust or other  enterprise
against  expenses,  including  amounts paid in settlement  and  attorneys'  fees
actually and reasonably  incurred by such person in connection  with the defense
or  settlement of the action or suit if such person acted in good faith and in a
manner which such person reasonably believed to be in or not opposed to the best
interests  of the  corporation.  Indemnification  may not be made for any claim,
issue or  matter  as to  which  such  person  has  been  adjudged  by a court of
competent jurisdiction,  after exhaustion of all appeals therefrom, to be liable
to the corporation or for amounts paid in settlement to the corporation,  unless
and only to the extent that the court in which the action or suit was brought or
other court of competent  jurisdiction  determines upon application that in view
of all the  circumstances  of the case,  such  person is fairly  and  reasonably
entitled to indemnity for such expenses as the court deems proper.

         SECTION  7.03.  Successful  Defense.  To the  extent  that a  director,
officer,  employee or agent of the corporation has been successful on the merits
or  otherwise  in defense  of any  action,  suit or  proceeding  referred  to in
Sections  7.01 and 7.02,  or in defense of any claim,  issue or matter  therein,
such person must be indemnified by the corporation  against expenses,  including
attorneys' fees,  actually and reasonably  incurred by such person in connection
with the defense.

         SECTION  7.04.   Determination  that  Indemnification  is  Proper.  Any
indemnification  under  Sections  7.01 and 7.02,  unless  ordered  by a court or
advanced  pursuant  to Section  7.05,  must be made by the  corporation  only as
authorized in the specific case upon a determination that indemnification of the
director,  officer,  employee  or  agent is  proper  in the  circumstances.  The
determination must be made:

                           (a)  By the stockholders;

                           (b) By the board of directors by a majority vote of a
                  quorum  consisting  of  directors  who were not parties to the
                  act, suit or proceeding;

                           (c) If a  majority  vote of a  quorum  consisting  of
                  directors  who were not parties to the act, suit or proceeding
                  so orders,  by independent legal counsel in a written opinion;
                  or

                           (d) If a quorum  consisting of directors who were not
                  parties to the act, suit or proceeding cannot be obtained,  by
                  independent legal counsel in a written opinion.



47312.2
                                                     - 16 -

<PAGE>



         SECTION 7.05. Advance Payment of Expenses. The expenses of officers and
directors  incurred in defending a civil or criminal action,  suit or proceeding
must be paid by the corporation as they are incurred and in advance of the final
disposition of the action, suit or proceeding, upon receipt of an undertaking by
or on behalf of the director or officer to repay the amount if it is  ultimately
determined by a court of competent jurisdiction that such person is not entitled
to be indemnified by the  corporation.  The provisions of this subsection do not
affect any rights to advancement of expenses to which corporate  personnel other
than  directors or officers  may be entitled  under any contract or otherwise by
law.

     SECTION 7.06.  Preservation of Other Rights;  Survival. The indemnification
and
     advancement  of expenses  authorized  in or ordered by a court  pursuant to
this Article VII:

                           (a) Does not  exclude  any  other  rights  to which a
                  person seeking  indemnification or advancement of expenses may
                  be  entitled  under  the  articles  of  incorporation  or  any
                  agreement,  vote of stockholders or disinterested directors or
                  otherwise,  for  either an action  in such  person's  official
                  capacity or an action in another  capacity  while holding such
                  person's office, except that  indemnification,  unless ordered
                  by a court pursuant to Section 7.02 or for the  advancement of
                  expenses made pursuant to Section 7.05,  may not be made to or
                  on behalf of any  director or officer if a final  adjudication
                  establishes  that his acts or omissions  involved  intentional
                  misconduct,  fraud or a knowing  violation  of the law and was
                  material to the cause of action; and

                           (b)  Continues  for a person  who has  ceased to be a
                  director, officer, employee or agent and inures to the benefit
                  of the heirs, executors and administrators of such a person.

         SECTION 7.07.  Severability.  If this Article VII or any portion hereof
shall be invalidated on any ground by any court of competent jurisdiction,  then
the  corporation  shall  nevertheless  indemnify  each  employee or agent of the
corporation  as to costs,  charges and  expenses  (including  attorneys'  fees),
judgments, fines and amounts paid in settlement with respect to any action, suit
or  proceeding,  whether  civil,  criminal,   administrative  or  investigative,
including an action by or in the right of the corporation, to the fullest extent
permitted by any applicable portion of this Article VII that shall not have been
invalidated and to the fullest extent permitted by applicable law.

         SECTION 7.08.  Subrogation.  In the event of payment of indemnification
to a person  described  in  Sections  7.01 and 7.02,  the  corporation  shall be
subrogated  to the extent of such  payment to any right of recovery  such person
may have and such person, as a condition of receiving  indemnification  from the
corporation,  shall execute all documents and do all things that the corporation
may deem necessary or desirable to perfect such right of recovery, including the
execution of such documents  necessary to enable the corporation  effectively to
enforce any such recovery.



47312.2
                                                     - 17 -

<PAGE>



         SECTION 7.09. No Duplication of Payments.  The corporation shall not be
liable under this Article VII to make any payment in  connection  with any claim
made  against a person  described  in Sections  7.01 and 7.02 to the extent such
person has otherwise  received  payment  (under any insurance  policy,  bylaw or
otherwise) of the amounts otherwise payable as indemnity hereunder.

         SECTION  7.10.   Insurance  and  Other  Financial   Arrangements.   The
corporation  may  purchase  and  maintain  insurance  or  make  other  financial
arrangements on behalf of any person described in Sections 7.01 and 7.02 against
any liability  asserted  against,  and liability and expenses  incurred by, such
person in such person's  capacity as a director,  officer,  employee or agent or
arising  out of such  person's  status as such,  whether or not the  corporation
would  have the power to  indemnify  such  person  against  such  liability  and
expenses.

         The other financial  arrangements  made by the corporation  pursuant to
this Section may include (a) the creation of a trust fund; (b) the establishment
of a program of self-insurance; (c) the securing of the corporation's obligation
of  indemnification  by granting a security interest or other lien in any assets
of the corporation;  (d) the  establishment  of a letter of credit,  guaranty or
surety; or (e) any other arrangement legally available to the corporation.

         No  financial  arrangement  made  pursuant to this  Section may provide
protection  for a person  adjudged by a court of competent  jurisdiction,  after
exhaustion of all appeals  therefrom,  to be liable for intentional  misconduct,
fraud or a knowing  violation of law,  except with respect to the advancement of
expenses or indemnification ordered by a court.

         Any insurance or other financial arrangement made on behalf of a person
pursuant to this Section may be provided by the  corporation or any other person
approved by the Board of  Directors,  even if all or part of the other  person's
stock or other securities is owned by the corporation.

         In the absence of fraud,  (a) the decision of the Board of Directors as
to the propriety of the terms and conditions of any insurance or other financial
arrangement  made  pursuant  to this  Section  and the  choice of the  person to
provide the insurance or other financial arrangement is conclusive;  and (b) the
insurance or other financial  arrangement (i) is not void or voidable;  and (ii)
does not subject any director approving it to personal liability for his action,
even if a director  approving the insurance or other financial  arrangement is a
beneficiary of the insurance or other financial arrangement.

         SECTION 7.11. Nonapplicability to Fiduciaries of Employee Benefit Plan.
This Article does not apply to any  proceeding  against any trustee,  investment
manager,  or  other  fiduciary  of an  employee  benefit  plan in such  person's
capacity  as  such,   even  though  such  person  may  also  be  an   authorized
representative of the corporation. The corporation shall have power to indemnify
such trustee,  investment  manager or other fiduciary to the extent permitted by
the Nevada Corporations Code.

         SECTION 7.12. Retroactive Effect. To the extent permitted by applicable
law, the rights and powers  granted  pursuant to this Article VII shall apply to
acts,  actions,  suits and  proceedings  occurring  or in progress  prior to the
adoption of these amended and restated bylaws.


47312.2
                                                     - 18 -

<PAGE>




                                  ARTICLE VIII

                                Corporate Records

         SECTION 8.01.  Access to Records of Corporation.  The accounting  books
and records and minutes of  proceedings  of the  stockholders  and the board and
committees of the board shall be open to inspection  upon the written  demand on
the  corporation of any  stockholder or holder of a voting trust  certificate at
any  reasonable  time during  usual  business  hours,  for a purpose  reasonably
related to such  holder's  interests as a  stockholder  or as the holder of such
voting trust certificate. Such inspection by a stockholder or holder of a voting
trust  certificate may be made in person or by agent or attorney,  and the right
of inspection includes the right to copy and make extracts.

         SECTION 8.02.  Stockholders'  Rights of  Inspection.  A stockholder  or
stockholders  holding at least  fifteen  (15)  percent in the  aggregate  of the
outstanding  voting shares of the corporation shall have an absolute right to do
either or both of the following:

         (1)      Inspect  and  copy  the  record  of  stockholders'  names  and
                  addresses and  shareholdings  during usual business hours upon
                  five  (5)  business   days'  prior  written  demand  upon  the
                  corporation; or

         (2)      Obtain  from  the  transfer  agent  for the  corporation  upon
                  written  demand and upon the tender of its usual  charges  for
                  such a list (the  amount of which  charges  shall be stated to
                  the  stockholder by the transfer agent upon request) a list of
                  the names and  addresses of  stockholders  who are entitled to
                  vote for the election of directors, and their shareholdings as
                  of the most recent  record date for which it has been compiled
                  or as of the date specified by the  stockholder  subsequent to
                  the date of  demand.  The list shall be made  available  on or
                  before the later of five (5) business days after the demand is
                  received or the date specified therein as the date as of which
                  the list is to be  compiled.  The  corporation  shall have the
                  responsibility to cause its transfer agent to comply with this
                  Section.

         Any delay by the  corporation or the transfer agent in complying with a
demand under this Section  beyond the time limits  specified  therein shall give
the stockholder or the stockholders properly making the demand a right to obtain
from the proper  court,  upon the filing of a verified  complaint  in the proper
county and after a hearing, notice of which shall be given to such person and in
such  manner as the court may  direct,  an order  postponing  any  stockholders'
meeting  previously noticed for a period equal to the period of such delay. Such
right shall be in addition to any other legal or equitable remedies to which the
stockholder may be entitled.

         The record of the  stockholders  shall also be open to  inspection  and
copying by any  stockholder or holder of a voting trust  certificate at any time
during  usual  business  hours upon  written  demand on the  corporation,  for a
purpose reasonably related to such holder's interests as a stockholder or holder
of a voting trust certificate. Any inspection and copying under this Section may
be made in person or by agent or attorney.



47312.2
                                                     - 19 -

<PAGE>



                                   ARTICLE IX

                        Director's Inspection of Records

         SECTION  9.01.  Absolute  Right of Director to Inspect  Records.  Every
director  shall have the absolute  right at any  reasonable  time to inspect and
copy all books,  records and documents of every kind and to inspect the physical
properties of the corporation and also of its subsidiary corporations,  domestic
or foreign.  Such  inspection by a director may be made in person or by agent or
attorney  and the  right  of  inspection  includes  the  right  to copy and make
extracts.

                                    ARTICLE X

                                  Miscellaneous

         SECTION 10.01.  Corporate Seal. The corporation  shall have a corporate
seal in the form of a circle containing the name of the corporation, the year of
incorporation,  and the word  "Nevada,"  but  failure  to affix such seal to any
instrument shall not affect the validity thereof.

     SECTION 10.02. Checks. All checks, notes, bills of exchange or other orders
in writing  shall be signed by such person or persons as the board of  directors
may from time to time designate.

         SECTION 10.03. Contracts. Except as otherwise provided in these bylaws,
the board of directors may  authorize any officer or officers,  agent or agents,
to enter into any contract or to execute or deliver any  instrument on behalf of
the  corporation  and such  authority  may be general or  confined  to  specific
instances.

         SECTION  10.04.  Deposits.  All  funds  of  the  corporation  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 approve or
designate, and all such funds shall be withdrawn only upon checks signed by such
one or more  officers or employees as the board of directors  shall from time to
time determine.

         SECTION  10.05.  Reports.  The board of directors  shall present at the
annual  meeting  of  stockholders  a report of the  financial  condition  of the
corporation  as of the closing date of the  preceding  fiscal year.  Such report
shall be in such form as shall be approved by the board of  directors  and shall
be available for inspection by the stockholders at the annual meeting. The board
of directors  may,  but shall not be required to, have such report  prepared and
verified  by  an  independent  certified  public  accountant  or  by a  firm  of
practicing accountants.

         SECTION  10.06.  Amendment  of Bylaws.  These  bylaws may be amended or
repealed,  or new bylaws may be adopted,  by the vote or written  consent of the
stockholders  who hold at least a majority of the voting power of the issued and
outstanding  stock  entitled  to voting  power at any duly  organized  annual or
special meeting of stockholders; provided, however, that subject to the right of
stockholders  to adopt,  amend or repeal  bylaws,  bylaws (other than a bylaw or
amendment  thereof changing the authorized  number of directors) may be adopted,
amended or repealed by the board of directors.

47312.2
                                                     - 20 -

<PAGE>




                               Amendment No. 1 to
                           AMENDED AND RESTATED BYLAWS
                                       OF
                          SIERRA HEALTH SERVICES, INC.


         The Amended and  Restated  bylaws of Sierra  Health  Services,  Inc., a
Nevada corporation (the "Corporation"),  are hereby amended as follows effective
August 10, 1994:

         1. The fourth  sentence of Section  3.02 is hereby  amended by deleting
the word "currently" as it appears twice therein.

         2. Section 5.08 is hereby amended to read as follows:

         SECTION 5.08. Chairman and Vice Chairman of the Board of Directors. The
chairman  of the board of  directors  or, in the  absence of the  chairman,  the
vice-chairman  of  the  board,  shall  be the  chief  executive  officer  of the
corporation.  Subject to the  provisions of these bylaws and to the direction of
the board of directors,  the chairman shall have the ultimate responsibility for
the  management and control of the affairs and business of the  corporation  and
shall perform all duties and have all powers which are commonly  incident to the
office of chief  executive  officer or which are  delegated to him or her by the
board of directors.

         The  chairman  of the board,  or in the  absence of the  chairman,  the
vice-chairman  of the board,  shall preside at all meetings of the  stockholders
and of the board of directors.

         The  chairman  of the board,  or in the  absence of the  chairman,  the
vice-chairman of the board, shall have power to execute and acknowledge,  in the
name of the corporation, all stock certificates, mortgages, bonds, contracts and
other  instruments  of the  corporation  which  are  authorized  by the board of
directors,  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.  The chairman shall have general  supervision  and
direction of all of the other officers and agents of the corporation.

         2. Section 5.09 is hereby amended to read as follows:

         SECTION 5.09.  President.  The president  shall be the chief  operating
officer of the  corporation,  shall be in charge of day to day operations of the
corporation  and shall  have such  duties and powers as may from time to time be
delegated  to the  president by the board of directors or by the chairman of the
board  of  directors.   In  the  absence  or  disability  of  the  chairman  and
vice-chairman  of the board of directors,  or during a period of vacancy in such
offices,  the  president  shall  act  as  the  chief  executive  officer  of the
corporation and shall have the duties and powers of the chairman.

         Except as  amended  hereby,  the  Amended  and  Restated  Bylaws of the
Company shall remain in full force and effect.

47312.2
                                                     - 21 -

<PAGE>






                                            Amendment No. 2 to
                                        AMENDED AND RESTATED BYLAWS
                                                    OF
                                       SIERRA HEALTH SERVICES, INC.


               The Amended and Restated  Bylaws,  as amended,  of Sierra  Health
Services, Inc., a Nevada corporation (the "Corporation"),  are hereby amended as
follows effective March 22, 1995:


               Section  2.05 is hereby  amended by deleting  the last  paragraph
               thereof in its entirety.


               Except as amended  hereby,  the Amended and Restated  Bylaws,  as
amended, of the Company shall remain in full force and effect.


47312.2
                                                     - 22 -

<PAGE>





                               AMENDMENT NO. 3 TO

                         THE AMENDED AND RESTATED BYLAWS

                                       OF

                          SIERRA HEALTH SERVICES, INC.


         The Amended and Restated bylaws, as amended, of Sierra Health Services,
Inc., a Nevada  corporation (the  "Corporation"),  are hereby amended as follows
effective December 12, 1997:

         Article III,  Section 3.02, of the  Corporation's  Bylaws be amended to
read as follows:

         Section  3.02.  Election,  Number  and  Term of  Office.  The  board of
directors shall be not less than 3 nor more than 7 directors; provided, however,
that in cases where all the shares of the corporation are owned beneficially and
of record by 1 or 2 stockholders, the number of directors may be less than 3 but
not less than the number of  stockholders.  The number of directors may be fixed
from time to time exclusively by the Board of Directors pursuant to a resolution
adopted by a majority of the  directors.  The number of  directors  is currently
fixed at five (5).  The  directors  shall be divided  into two (2)  classes,  as
nearly equal in number as  possible,  with the term of office of the first class
and the term of office of the second class each to expire in alternating  years.
At each  annual  meeting of  stockholders,  directors  elected to succeed  those
directors  whose  terms  expire at such  meeting  shall be elected for a term of
office to expire at the second succeeding  annual meeting of stockholders  after
this election.  Directors shall be elected to serve their  respective  terms and
until a successor shall have been elected and qualified,  except in the event of
death, resignation or removal. No director will be eligible to be elected to the
Board after reaching the age of 75.  Notwithstanding  the foregoing,  at
least one-fourth in number of the directors of the Corporation  shall be elected
annually.

         Except as amended hereby,  the Amended and Restated Bylaws,  as amended
of the Company shall remain in full force and effect.


47312.2
                                                     - 23 -

<PAGE>