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                                                                     EXHIBIT 3.2

                              AMENDED AND RESTATED

                                     BYLAWS

                                       OF

                               WORLD AIRWAYS, INC.

               (as amended through, and effective on May 6, 2004)

1.    OFFICES.

      1.01 OFFICES. The Corporation shall maintain its registered office in the
State of Delaware, and such other offices, either within or without the State of
Delaware, at such locations as the Board of Directors may from time to time
determine or the business of the Corporation may require.

2.    SEAL.

      2.01 SEAL. (a) The Corporation shall have a seal, which shall have
inscribed thereon its name and year of incorporation and the words, "Corporate
Seal Delaware."

      (b) The seal shall be kept in safe custody by the Secretary of the
Corporation. It shall be affixed by the Chairman of the Board, the President or
any Vice President, the Secretary or any Assistant Secretary, or the Treasurer
to any corporate instrument or document requiring it, by practice or by law, and
when so affixed, it may be attested by the signature of the officer so affixing
it.

3.    MEETINGS OF STOCKHOLDERS.

      3.01 ANNUAL MEETINGS. (a) Annual meetings of stockholders shall be held at
such place, either within or without the State of Delaware, and at such time and
date as the Board of Directors shall determine by resolution and set forth in
the notice of the meeting. In the event that the Board of Directors fails to so
determine the time, date and place for the annual meeting, it shall be held at
the principal office of the Corporation at 10:00 a.m. on [the first Tuesday of
May of each year]. In the event such day shall fall upon a legal holiday, then
the annual meeting shall be on the next succeeding business day at the
aforementioned time and place.

            (b) At each annual meeting the stock holders shall, by plurality of
the votes cast, elect Directors and transact such other business as may properly
be brought before them.

            (c) The Board of Directors may, in advance of any annual or special
meeting of the stockholders, adopt an agenda for such meeting, adherence to
which the Chairman of the Board may enforce.

      3.02 SPECIAL MEETINGS. Special meetings of the stockholders of the
Corporation, for any purpose or purposes, unless otherwise prescribed herein or
by statute, may be called by the Chairman of the Board and shall be called by
the Secretary at the written request, or by resolution adopted by the
affirmative vote, of a majority of the  Board of Directors. Such request

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shall state the purpose or purposes of the proposed meeting. Stockholders of the
Corporation shall not be entitled to request a special meeting of the
stockholders.

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     3.03 ACTION BY CONSENT IN LIEU OF A MEETING. Unless otherwise provided by
the Certificate of Incorporation, any action required to be taken at any annual
or special meeting of stockholders, or any action which may be taken at any
annual or special meeting, may be taken without a meeting, without prior notice,
and without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote were present and voted. Prompt
notice of corporate action taken without a meeting by less than unanimous
written consent shall be given to those stockholders who have not consented in
writing.

      3.04 NOTICE OF MEETINGS. (a) Notice of meetings of stockholders shall be
in writing and shall state the place (which may be within or without the state
of Delaware), date and hour of the meeting and in the case of special meeting,
the purpose or purposes for which a meeting is called. No business other than
that specified in the notice thereof shall be transacted at any special meeting.

            (b) Such notice shall either be delivered personally or mailed,
postage prepaid, to each stockholder entitled to vote at such meeting not less
than ten (10) nor more then sixty (60) days before the date of the meeting. If
mailed, the notice shall be directed to the stockholder at his or her address as
it appears on the records of the Corporation. Personal delivery of any such
notice to any officer of a corporation or association or to any member of a
partnership shall constitute delivery of such notice to such corporation,
association or partnership.

            (c) Notice of any meeting of stockholders need not be given to any
stockholder if waived by such stockholder in writing, whether before or after
such meeting is held, or if such stockholder shall sign the minutes or attend
the meeting.

      3.05 STOCKHOLDER NOTICES. At any meeting of the stockholders, only such
business shall be conducted, and only such proposals shall be acted upon as
shall have been brought before the meeting (i) by, or at the direction of the
Board of Directors or (ii) by any stockholder who complies with the notice
procedures set forth in this Section 3.05 (or for election of Directors, with
the notice provisions set forth in Section 4.03).

            (a) For a proposal to be properly brought before an annual meeting
by a stockholder, the stockholder must have given timely notice thereof in
writing to the Secretary. 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 prior to the scheduled annual meeting,
regardless of any postponements, deferrals or adjournments of that meeting to a
later date.

            (b) A stockholder's notice to the Secretary shall in addition set
forth as to each matter the stockholder proposes to bring before the meeting (i)
a brief description of the proposal desired to be brought before the meeting and
the reasons for conducting such business at the meeting, (ii) the name and
address, as they appear on the Corporation's books, of the stockholder proposing
such business, (iii) the class and number of shares which are beneficially owned
by the stockholder on the date of such stockholder notice and (iv) any material
interest of the stockholder in such proposal.

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      3.06 ADJOURNED MEETINGS. When a meeting is adjourned to another time or
place, unless otherwise provided by these Bylaws, notice need not be given of
the adjourned meeting if the time and place thereof are announced at the meeting
at which the adjournment is taken. At the adjourned meeting the stockholders may
transact any business which might have been transacted at the original meeting.
If an adjournment is for more than thirty (30) days or if after an adjournment a
new record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder entitled to vote at the meeting.

      3.07 QUORUM AND ADJOURNMENT. Except as otherwise provided by law, by the
Certificate of Incorporation of the Corporation or by these Bylaws, the
presence, in person or by proxy, of the holders of a majority of the aggregate
voting power of the stock issued and outstanding, entitled to vote thereat, and
the voting rights of which are not suspended, shall be requisite and shall
constitute a quorum for the transaction of business at all meetings of
stockholders. If, however, such majority shall not be present or represented at
any meeting of stockholders, the stockholders present, although less than a
quorum, shall have the power to adjourn the meeting.

      3.08 MAJORITY VOTE REQUIRED. When a quorum is present at any meeting of
stockholders, the affirmative vote of the majority of the aggregate voting power
of the shares present in person or represented by proxy at the meeting and
entitled to vote on the subject matter shall constitute the act of the
stockholders, unless by express provision of law, the Certificate of
Incorporation or these Bylaws a different vote is required, in which case such
express provision shall govern and control.

      3.09 MANNER OF VOTING. At each meeting of stockholders, each stockholder
having the right to vote, and whose voting rights have not been suspended shall
be entitled to vote in person or proxy. Proxies need not be filed with the
Secretary of the Corporation until the meeting is called to order, but shall be
filed before being voted. Each stockholder shall be entitled to vote each share
of stock having voting power registered in his name on the books of the
Corporation on the record date fixed, as provided in Section 6.04 of these
Bylaws, for the determination of stockholders entitled to vote at such meeting.
All elections of Directors shall be by written ballot.

      3.10 PROXIES. (a) At any meeting of stockholders, any stockholder may be
represented and vote by proxy or proxies appointed by a written form of proxy.
In the event than any form of proxy shall designate two or more persons to act
as proxies, a majority of such persons present at the meeting or, if only one
shall be present, then that one shall have and may exercise all of the powers
conferred by the form of proxy upon all of the persons so designated unless the
form of proxy shall otherwise provide.

            (b) The Board of Directors may, in advance of any annual or special
meeting of the stockholders, prescribe additional regulations concerning the
manner of execution and filing of proxies and the validation of the same, which
are intended to be voted at any such meeting.

      3.11 PRESIDING OFFICER AND SECRETARY. At each meeting of stockholders, the
Chairman of the Board shall preside and the Secretary shall act as Secretary of
the meeting.

      3.12 DISREGARD OF NOMINATION OR PROPOSAL. Except as otherwise provided by
law, the Certificate of Incorporation or these Bylaws, the person presiding over
any meeting of the stockholders shall have the power and duty to determine
whether a nomination or any other

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business proposed to be brought before the meeting was made in accordance with
the procedures set forth in this Article 3 or Section 4.03 and, if any proposed
nomination or business is not in compliance with such provisions, to declare
that such defective proposal or nomination shall be disregarded.

      3.13 INSPECTIONS OF ELECTIONS. The Board of Directors by resolution shall
appoint one or more inspectors of election (which may include individuals who
serve the Corporation in other capacities including, without limitation, as
officers, employees, agents or representatives of the Corporation) to act at any
meeting of the stockholders and make a written report thereof. Such appointments
shall be made in accordance with, and each inspector shall have the duties
prescribed by, Section 231 of the Delaware General Corporation Law (the "DGCL").

4.    DIRECTORS.

      4.01 POWERS. The Board of Directors shall exercise all of the powers of
the Corporation except such as are by law, or by the Certificate of
Incorporation of this Corporation or by these Bylaws conferred upon or reserved
to the stockholders of any class or classes.

      4.02 NUMBER AND CLASSIFICATION. (a) The Board of Directors of the
Corporation shall consist of six (6) to thirteen (13) members, as determined by
resolution duly adopted by such Board.

            (b) Subject to and at such time as provided in the Certificate of
Incorporation, the number of Directors shall be divided into three (3) classes,
as nearly equal in number as may be, to serve staggered three-year terms on the
Board of Directors. In the case of any increase in the number of Directors of
the Corporation, the additional Directors shall be so classified that all
classes of Directors shall be increased equally as nearly as may be, and the
additional Directors shall be elected as provided herein by the Directors or by
the stockholders at an annual meeting. In case of any decrease in the number of
Directors of the Corporation, all classes of Directors shall be decreased
equally, as nearly as may be. Election of Directors shall be conducted as
provided in the Certificate of Incorporation, in these Bylaws, or by applicable
law.

      4.03 NOMINATIONS. No person shall be elected to the Board of Directors of
this Corporation at an annual meeting of the stockholders, or at a special
meeting called for that purpose, unless a written nomination of such person to
the Board of Directors (i) by a stockholder of the Corporation who is entitled
to vote at such meeting shall be received by the Secretary of the Corporation at
least ninety (90) days prior to such meeting or (ii) is made by or at the
direction of the Board of Directors.

      4.04 RESIGNATIONS. Any Director may resign at any time by giving written
notice to the Board of Directors or the Secretary. Such resignation shall take
effect at the date of receipt of such notice or any later time specified
therein. Acceptance of such resignation shall not be necessary to make it
effective.

      4.05 REMOVAL. At any special meeting of the stockholders duly called as
provided herein, any Director may, by vote of the holders of stock representing
a majority of the voting power of all the shares of stock issued and outstanding
and entitled to vote thereat, be removed from office with or without cause, and
the successor of the Director so removed may be elected at such meeting. Any
vacancy may be filled as provided in Section 4.06.

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      4.06 VACANCIES. (a) In case any vacancy shall occur on the Board of
Directors because of death, resignation, retirement, disqualifications, removal,
an increase in the authorized number of Directors or any other cause, the Board
of Directors may, at any meeting, by resolution adopted by the affirmative vote
of a majority of the Directors then in office, though less than a quorum, elect
a Director to fill such vacancy.

            (b) If, as a result of a disaster or emergency (as determined in
good faith by the then remaining Directors), it becomes impossible to ascertain
whether or not vacancies exist on the Board of Director's and a person is or
persons are elected by Directors, in good faith believe themselves to be a
majority of the remaining Directors, to fill a vacancy or vacancies that said
remaining Directors in good faith believe exists, then the acts of such person
or persons who are so elected as Directors shall be valid and binding upon the
Corporation and the election (i) there was in fact no vacancy or vacancies
existing on the Board of Directors, or (ii( the Directors who so elected such
person or persons did not in fact constitute a majority of the remaining
Directors.

      4.07 THE CHAIRMAN OF THE BOARD; PRESIDING OFFICER AND SECRETARY. (a) The
Board of Directors shall elect from among its members a Chairman of the Board by
the vote of a majority of Directors then in office (which may include the
Director who was or is to be Chairman of the Board). The Chairman of the Board
shall be so elected annually at the first meeting of the Board of Directors held
after each annual meeting of the stockholders and shall hold such position for
one (1) year and until a successor shall have been duly elected and shall
qualify in his or her stead, or until he or she shall have resigned as Chairman
of the Board or as a Director and his or her resignation shall have become
effective, or until he or she shall have been removed as Chairman of the Board
or as a Director in the manner provided in these Bylaws. The Chairman of the
Board may be removed from such position (but not as a Director (removal as a
Director being governed by Section 4.05 of these Bylaws)), either with or
without cause, by the vote of a majority of the Directors then in office
(excluding the Director who is Chairman of the Board). The Chairman of the Board
shall have the powers and duties provided in the Certificate of Incorporation
and these Bylaws or as delegated to him or her from time to time by the Board of
Directors, as well as those customarily and usually associated with the position
of Chairman of the Board. The Chairman of the Board shall have the power and
authority to designate (i) any Director to preside at any meeting of the Board
of Directors in his absence, and (ii) any Director or officer of the Corporation
to preside at any or all meetings of the stockholders, whether or not the
Chairman of the Board is also present. In the event of the Chairman of the
Board's disability or unexpected absence the Board of Directors shall designate
a Director to preside at meetings of the Board of Directors, and the Board of
Directors may designate a Director or officer of the Corporation to preside at
meetings of the stockholders (in the absence of such designation by the Board,
the senior officer of the Corporation shall preside at a meeting of the
stockholders.

            (b) At each meeting of the Board of Directors, the Chairman of the
Board shall preside (subject to the applicable provisions of paragraph (a) above
in the case of absence or disability), and the Secretary shall act as secretary
of the meeting (subject to the applicable provisions of Section 5.10 of these
Bylaws in the case of absence or disability).

      4.08 ANNUAL MEETINGS. The Board of Directors shall meet each year
immediately following the annual meeting of stockholders, at the place where
such meeting of stockholders has been held, or at such other place as shall be
fixed by the person presiding over the meeting of the stockholders at which such
Directors are elected, for the purpose of organization, election

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of officers, and consideration of such other business as the Board considers
relevant to the management of the Corporation.

      4.09 REGULAR MEETINGS. Regular meetings of the Board of Directors shall be
held on such dates and at such times and places, within or without the State of
Delaware, as shall from time to time be determined by the Board of Directors. In
the absence of any such determination, such meetings shall be held at such times
and places, within or without the State of Delaware, as shall be designated by
the Chairman of the Board on not less than three (3) calendar days' notice
(specifying the time and place of the meeting and the agenda therefor) to each
Director, given verbally or in writing either personally, by telephone, by
facsimile transmission, by mail, by courier service, by telegram or by telex.

      4.10 SPECIAL MEETINGS. Special meetings of the Board of Directors shall be
held at the call of the Chairman of the Board at such times and places, within
or without the State of Delaware, as he or she shall designate, on not less than
two (2) calendar days' notice (specifying the time and place of the meeting and
the agenda therefor) to each Director, given verbally or in writing either
personally, by telephone, by facsimile transmission, by mail, by courier
service, by telegram or by telex. Special meetings shall be called by the
Secretary on like notice at the written request of a majority of the Directors.

      4.11 QUORUM AND POWERS OF A MAJORITY. At all meetings of the Board of
Directors and of each committee thereof, a majority of the members shall be
necessary and sufficient to constitute a quorum for the transaction of business,
and the act of a majority of the members present at any meeting at which a
quorum is present shall be the act of the Board of Directors or such committee,
unless by express provision of law, of the Certificate of Incorporation or these
Bylaws, a different vote is required, in which case such express provision shall
govern and control. In the absence of a quorum, a majority of the members
present at any meeting may, without notice other than announcement at the
meeting, adjourn such meeting from time to time until a quorum is present.

      4.12 WAIVER OF NOTICE. Notice of any meeting of the Board of Directors, or
any committee thereof, need not be given to any member if waived by him or her
in writing, whether before or after such meeting is held, or if he or she shall
sign the minutes or attend the meeting.

      4.13 MANNER OF ACTING. (a) Members of the Board of Directors, or any
committee thereof, may participate in any meeting of the Board of Directors or
such committee by means of conference telephone or similar communications
equipment by means of which all persons participating therein can hear each
other, and participation in a meeting by such means shall constitute presence in
person at such meeting.

            (b) Any action required or permitted to be taken at any meeting of
the Board of Directors or any committee thereof may be taken without a meeting
if all members of the Board of Directors or such committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board of Directors or such committee.

      4.14 COMPENSATION. (a) The Board of Directors, by a resolution or
resolutions, may fix, and from time to time, change the compensation of
Directors.

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            (b) Each Director who is not also an employee of the Corporation
shall be entitled to reimbursement from the Corporation for his or her
reasonable expenses incurred in attending meetings of the Board of Directors or
any committee thereof.

            (c) Nothing contained in these Bylaws shall be construed to preclude
any Director from serving the Corporation in any other capacity and from
receiving compensation from the Corporation for services rendered to it in such
other capacity.

      4.15 COMMITTEES. The Board of Directors may, by resolution or resolutions
adopted by the affirmative vote of a majority of the Board of Directors,
designate one or more committees, each committee to consist of two or more
Directors, which to the extent provided in said resolution or resolutions shall
have and may exercise the powers and authority of the Board of Directors in the
management of the business and affairs of the Corporation; provided that no such
committee shall have the power to (i) elect Directors, (ii) alter, amend, or
repeal these Bylaws or any resolution of the Board relating to such committee,
(iii) appoint any member of such committee, (iv) declare any dividend or make
any other distribution to the stockholders of the Corporation or (v) take any
other actions which may lawfully be taken only by the full Board of Directors.
Such committee or committees shall have such name or names as may be determined
from time to time by resolutions adopted by the Board of Directors.

      4.16 COMMITTEE PROCEDURE. (a) Except as otherwise provided by these
Bylaws, each committee shall adopt its own rules governing the time, place and
method of holding its meetings and the conduct of its proceedings and shall meet
as provided by such rules or by resolution of the Board of Directors. Unless
otherwise provided by these Bylaws or any such rules or resolutions, notice of
the time and place of each meeting of a committee shall be given to each member
of such committee as provided in Section 4.10 of these Bylaws with respect to
notices of special meetings of the Board of Directors.

            (b) Each committee shall keep regular minutes of its proceedings and
report the same to the Board of Directors when required.

            (c) Any member of any committee, other than a member thereof serving
ex-officio, may be removed from such committee either with or without cause, at
any time, by resolution adopted by the affirmative vote of a majority of the
Board of Directors at any meeting thereof. Any vacancy in any committee shall be
filled by the Board of Directors in the manner prescribed by these Bylaws for
the original appointment of the members of such committee.

      4.17 EXECUTIVE COMMITTEE. There shall be established an Executive
Committee consisting of up to four (4) Directors. The Board of Directors shall
elect from its members the members of the Executive Committee. The Executive
Committee shall elects its own Chairman, unless a Chairman has been designated
by the Board of Directors.

      The Executive Committee shall, to the full extent of the DGCL, have and
may exercise in the intervals between meetings of the Board of Directors, all
the powers of the whole Board of Directors in its management of the affairs and
business of the Corporation, except the power or authority to:

      (a) amend the Certificate of Incorporation;

      (b) adopt any agreement of merger or consolidation;

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      (c) recommend to stockholders the sale, lease or exchange of all or
substantially all of the Corporation's property and assets;

      (d) recommend to stockholders a dissolution of the Corporation or a
revocation of a dissolution;

      (e) amend these Bylaws;

      (f) appoint or remove a member of any committee established by the Board
of Directors, fill vacancies on the Board of Directors, remove an officer
elected by the Board of Directors, or raise or lower any officer's salary; or

      (g) declare dividends or authorize the issuance of stock.

      Meetings of the Executive Committee may be called at any time by the
Chairman of the Executive Committee and shall be held at the general office of
the Corporation or at such other place, within or without the State of Delaware,
as the Chairman of the Executive Committee may designate, on not less than one
(1) day's notice to each member of the Executive Committee, given verbally or in
writing either personally, by telephone, by facsimile transmission, by mail, by
telegraph or telex.

5.    OFFICERS.

      5.01 NUMBER. (a) The officers of the Corporation shall include a Chief
Executive Officer, a President, one or more Vice Presidents (including one or
more Executive Vice Presidents and one or more Senior Vice Presidents if deemed
appropriate by the Board of Directors), a Secretary and a Treasurer. The Board
of Directors may also elect such other officers, as the Board of Directors may
from time to time deem appropriate or necessary. None of the officers of the
Corporation need be a Director of the Corporation. Any two or more offices may
be held by the same person, but no officer shall execute, acknowledge or verify
any instrument in more than one capacity.

      (b) If at any time the office of the Chief Executive Officer shall not be
filled, the President shall also be the Chief Executive Officer.

      (c) The Board of Directors may delegate to the Chief Executive Officer the
power to appoint one or more employees of the Corporation as divisional or
departmental Vice Presidents and fix the duties of such appointees. However, no
such divisional or departmental Vice President shall be considered as an officer
of the Corporation, until and unless they are elected by the Board of Directors.

      5.02 ELECTION OF OFFICERS. The officers of the Corporation to be elected
by the Board of Directors shall be elected annually at the first meeting of the
Board of Directors held after each annual meeting of the stockholders. Each such
officer shall hold office for one (1) year and until a successor shall have been
duly elected and shall qualify in his or her stead unless the Board of Directors
shall have provided by contract or otherwise in any particular case, or until
such officer shall have resigned and his or her resignation shall have become
effective, or until such officer shall have been removed in the manner
hereinafter provided.

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     5.03 REMOVAL. Except as otherwise expressly provided in a contract duly
authorized by the Board of Directors, any officer elected by the Board of
Directors may be removed, either with or without cause, at any time by
resolution adopted by the affirmative vote of a majority of the Board of
Directors at any meeting thereof.

      5.04 RESIGNATIONS. Any officer of the Corporation may resign at any time
by giving written notice to the Board of Directors or the Chairman of the Board.
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 herein, the
acceptance of such resignation shall not be necessary to make it effective.

      5.05 VACANCIES. A vacancy in any office because of death, resignation,
removal, disqualification or any other cause may be filled for the unexpired
portion of the term by election by the Board of Directors at any meeting
thereof.

      5.06 SALARIES. The salaries of all officers of the Corporation shall be
fixed by the Board of Directors from time to time, and no officer shall be
prevented from receiving such salary by reason of the fact that he is also a
director of the Corporation.

      5.07 THE PRESIDENT. Unless the Board of Directors, by resolution adopted
by the affirmative vote of not less than a majority of the Directors then in
office, designates some other person to serve as the Chief Operating Officer,
the President shall serve as Chief Operating Officer and shall have such other
powers and perform such other duties as may be delegated to him or her from time
to time by the Board of Directors or the Chairman of the Board. The Chief
Operating Officer shall, subject to the supervision, direction and control of
the Chief Executive Officer and the Board of Directors, manage the day-to-day
operations of the Corporation and, in general, shall assist the Chief Executive
Officer.

     5.08 THE VICE PRESIDENTS. Each Vice President shall have such powers and
perform such duties as may from time to time be assigned to him or her by the
Board of Directors, the Chairman of the Board or the President.

     5.09 THE SECRETARY AND THE ASSISTANT SECRETARY. (a) The Secretary shall
attend meetings of the Board of Directors and meetings of the stockholders and
record all votes and minutes of all such proceedings in a book or equivalent
electronic database kept for such purpose and shall perform like duties for the
committees of Directors as provided for in these Bylaws when required. The
Secretary shall give, or cause to be given, notice of all meetings of
stockholders and of the Board of Directors (except in case of meetings called by
the Chairman of the Board in accordance with Sections 4.09 or 4.10). He or she
shall have charge of the stock ledger (unless responsibility for maintaining the
stock ledger is delegated to a transfer agent by the Board of Directors pursuant
to Section 6.06) and such other books and papers as the Board of Directors may
direct. He or she shall have all such further powers and duties as generally are
incident to the position of Secretary or as may from time to time be assigned to
him or her by the Board of Directors of the Chairman of the Board.

            (b) Each Assistant Secretary shall have such powers and perform such
duties as may from time to time be assigned to him or her by the Board of
Directors, the Chairman of the Board or the Secretary. In case of the absence or
disability of the Secretary, the Assistant

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Secretary designated by the Secretary (or, in the absence of such designation,
the senior Assistant Secretary) shall perform the duties and exercise the powers
of the Secretary.

      5.10 THE TREASURER AND THE ASSISTANT TREASURER. (a) The Treasurer shall
have custody of the corporate funds and securities and shall keep full and
accurate accounts of receipts and disbursements in books belonging to the
Corporation and shall deposit moneys and other valuable effects in the name and
to the credit of the Corporation in such depositories as may be designated by
the Board of Directors. He or she may endorse all commercial documents requiring
endorsements for or on behalf of the Corporation and may sign all receipts and
vouchers for payments made to the Corporation.

            (b) The Treasurer shall disburse funds of the Corporation as may
from time to time be ordered by the Board of Directors, taking proper vouchers
for such disbursements, and render to the Board of Directors, the Chairman of
the Board and President, whenever they may require it, an account of all
transactions undertaken by him or her as Treasurer and of the financial
condition of the Corporation.

            (c) Each Assistant Treasurer shall have such powers and perform such
duties as may from time to time be assigned to him or her by the Board of
Directors, the Chairman of the Board, the President or the Treasurer. In case of
the absence or disability of the Treasurer, the Assistant Treasurer designated
by the Treasurer (or, in the absence of such designation, the senior Assistant
Treasurer) shall perform the duties and exercise the powers of the Treasurer.

      5.11 TREASURER'S BOND. If required by the Board of Directors, the
Treasurer or any Assistant Treasurer shall give the Corporation a bond in such
form and with such surety or sureties as are satisfactory to the Board of
Directors for the faithful performance of the duties of the office and for the
restoration to the Corporation, in case of his or her death, resignation,
retirement or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his or her possession or under his or her
control belonging to the Corporation.

      5.12 CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall have,
subject to the supervision, direction and control of the Board of Directors, the
general powers and duties of supervision, direction and management of the
affairs and business of the Corporation usually vested in the Chief Executive
Officer of a Corporation, including, without limitation, all powers necessary to
direct and control the organizational and reporting relationships within the
Corporation.

      5.13 CHIEF OPERATING OFFICER. The Chief Operating Officer shall, subject
to the supervision, direction and control of the Chief Executive Officer and the
Board of Directors, manage the day-to-day operations of the Corporation and, in
general, shall assist the Chief Executive Officer.

6.    STOCK.

      6.01 CERTIFICATES. Certificates or shares of the stock of the Corporation
shall be issued under the seal of the Corporation, or facsimile thereof, and
shall be numbered and shall be entered in the books of the Corporation as they
are issued. Each certificate shall bear a serial number, shall exhibit the
holder's name and the number of shares evidenced thereby and shall be signed by
the Chairman of the Board or a Vice Chairman, if any, or the Chief Executive
Officer or the President or any Vice President and the Secretary or an Assistant
Secretary or the Treasurer or an Assistant Treasurer. Any or all of the
signatures on the certificate may be a

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facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the Corporation with the same effect as if such
person or entity were such officer, transfer agent or registrar at the date of
issue.

      6.02 TRANSFERS. Transfers of stock of the Corporation shall be made on the
books of the Corporation only upon surrender to the Corporation of a certificate
for the shares duly endorsed or accompanied by proper evidence of succession,
assignment or authority to transfer, provided such succession, assignment, or
transfer is not prohibited by the Certificate of Incorporation, the Bylaws,
applicable law or contract. Thereupon, the Corporation shall issue a new
certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its books.

      6.03 LOST, STOLEN OR DESTROYED CERTIFICATES. Any person claiming a
certificate of stock to be lost, stolen or destroyed shall make an affidavit or
an affirmation of that fact, and may be required to give the Corporation a bond
of indemnity in satisfactory form and with one or more satisfactory sureties,
whereupon a new certificate may be issued of the same tenor and for the same
number of shares as the one alleged to be lost or destroyed.

      6.04 RECORD DATE. (a) In order that the Corporation may determine the
stockholders entitled to notice of or to vote at a meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors shall fix, in advance, a record
date, which shall not be more than sixty (60) nor less than ten (10) days before
the date of such meeting, nor more than sixty (60) days prior to any other
action.

            (b) If no record date is fixed by the Board of Directors, (i) the
record date for determining stockholders entitled to notice of or to vote at a
meeting of stockholders shall be at the close of business on the day next
preceding the date on which notice is given, or, if the notice is waived by all
stockholders entitled to vote at the meeting, at the close of business on the
day next preceding the date on which the meeting was held and, (ii) the record
date for determining stockholders for any other purpose shall be at the close of
business on the day on which the Board of Directors adopts the resolution
relating thereto.

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

      6.05 REGISTERED STOCKHOLDERS. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares as the person entitled to exercise the rights referred to in Section
6.04 and shall not be bound to recognize any equitable or other claim to or
interest in any such shares on the part of any other person, whether or not it
shall have express or other notice thereof, except as otherwise expressly
provided by the laws of the State of Delaware.

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<PAGE>

      6.06 ADDITIONAL POWERS OF THE BOARD. (a) In addition to those powers set
forth in Section 4.01, the Board of Directors shall have power and authority to
make all such rules and regulations as it shall deem expedient concerning the
issue, transfer and registration of certificates for shares of stock of the
Corporation.

            (b) The Board of Directors may appoint and remove transfer agents
and registrars of transfers, and may require all stock certificates to bear the
signature of any such transfer agent and/or any such registrar of transfers.

            (c) The Board of Directors shall have power and authority to create
and issue (whether or not in connection with the issue and sale of any stock or
other securities or the Corporation) warrants, rights or options entitling the
holders thereof to purchase from the Corporation any shares of any class or
classes or any other securities of the Corporation for such consideration and to
such persons, firms or corporations as the Board of Directors, in its sole
discretion, may determine, setting aside from the authorized but unissued stock
of the Corporation the requisite number of shares for issuance upon the exercise
of such warrants, rights or options. Such warrants, rights or options shall be
evidenced by such instrument or instruments as shall be approved by the Board of
Directors. The terms upon which, the time or times (which may be limited or
unlimited in duration) at or within which, and the price or prices at which any
such shares or other securities may be purchased from the Corporation upon the
exercise of any such warrant, right or option shall be such as shall be fixed
and stated in a resolution or resolutions of the Board of Directors providing
for the creation and issue of such warrants, rights or options.

7.    LIMITATIONS OF OWNERSHIP BY NON-CITIZENS.

      7.01 DEFINITIONS. (a) "Act" shall mean the Federal Aviation Act of 1958,
as amended (Title 49 United States Code) or as the same may be from time to time
amended.

            (b) "Beneficial Ownership," "Beneficially Owned" or "owned
Beneficially" refers to the beneficial ownership as defined in Rule 13d-3
(without regard to the 60-day provision in paragraph (d)(1)(i) thereof) under
the Securities Exchange Act of 1934, as amended.

            (c) "Foreign Stock Record" shall have the meaning set forth in
Section 7.03.

            (d) "Non-Citizen" shall mean any person or entity who is not a
"Citizen of the United States" as defined in Section 101 of the Act, including
any agent, trustee or representative of a Non-Citizen.

            (e) "Own or Control" or "Owned" or "Controlled" shall mean (i)
ownership of record, (ii) beneficial ownership or (iii) the power to direct, by
agreement, agency or in any other manner, the voting of Stock.

            Any determination by the Board of Directors as to whether Stock is
Owned or Controlled by a Non-Citizen shall be final.

            (f) "Permitted Percentage" shall mean twenty-five percent (25%) of
the voting power of the Stock.

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<PAGE>

            (g) "Stock" shall mean the outstanding capital stock of the
corporation entitled to vote; provided, however, that for the purpose of
determining the voting power of Stock that shall at any time constitute the
Permitted Percentage, the voting Power of Stock outstanding shall not be
adjusted downward solely because shares of Stock may not be entitled to vote by
reason of any provision of this Article 7.

      7.02 FOREIGN OWNERSHIP. It is the policy of the Corporation that,
consistent with the requirements of Section 101 of the Act, Non-Citizens shall
not Own or Control more than the Permitted Percentage and, if Non-Citizens
nonetheless at any time Own or Control more than the Permitted Percentage, the
voting rights of the Stock in excess of the Permitted Percentage shall be
automatically suspended in accordance with Sections 7.03 and 7.04 below.

      7.03 FOREIGN STOCK RECORD. The Corporation or any transfer agent
designated by it shall maintain a separate stock record (the "Foreign Stock
Record") in which shall be registered Stock known to the Corporation to be Owned
or Controlled by Non-Citizens. The Foreign Stock Record shall include (i) the
name and nationality of each such Non-Citizen, (ii) the number of shares of
Stock Owned or Controlled by such Non-Citizen and (iii) the date of registration
of such shares in the Foreign Stock Record. In no event shall shares in excess
of the Permitted Percentage be entered on the Foreign Stock Record. In the event
that the Corporation shall determine that Stock registered on the Foreign Stock
Record exceeds the Permitted Percentage, sufficient shares shall be removed from
the Foreign Stock Record so that the number of shares entered therein does not
exceed the Permitted Percentage. Stock shall be removed from the Foreign Stock
Record in reverse chronological order based upon the date or registration
therein.

      7.04 SUSPENSION OF VOTING RIGHTS. If at any time the number of shares of
Stock known to the Corporation to be Owned or Controlled by Non-Citizens exceeds
the Permitted Percentage, the voting rights of Stock Owned or Controlled by
Non-Citizens and not registered on the Foreign Stock Record at the time of any
vote or action of the stockholders of the Corporation shall, without further
action by the Corporation be suspended. Each such suspension of voting rights
shall automatically terminate upon the earlier of the (i) transfer of such
shares to a person or entity who is not a Non-Citizen, or (ii) registration of
such shares on the Foreign Stock Record, subject to the final sentence of
Section 7.03.

      7.05 BENEFICIAL OWNERSHIP INQUIRY. (a) The Corporation may be notice in
writing (which may be included in the form of proxy or ballot distributed to
stockholders in connection with the annual meeting or any special meeting of the
stockholders of the Corporation or otherwise) require a person that is a holder
of record of Stock or that the Corporation knows to have, or has reasonable
cause to believe has, Beneficial Ownership of Stock to certify in such manner as
the Corporation shall deem appropriate (including by way of execution of any
form of proxy or ballot of such person) that, to the knowledge of such person:

            (i) all Stock as to which such person has record ownership of or
      Beneficial Ownership is Owned and Controlled only by Citizens of The
      United States; or

            (ii) the number and class or series of Stock owned of record or
      Beneficially Owned by such person that is Owned or Controlled by
      Non-Citizens is as set forth in such certificate.

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<PAGE>

            (b) With respect to any Stock identified in response to clause (ii)
above, the Corporation may require such person to provide such further
information as the Corporation may reasonably require in order to implement the
provisions of this Article 7.

            (c) For purposes of applying the provisions of this Article 7 with
respect to any Stock, in the event of the failure of any person to provide the
certificate or other information to which the Corporation is entitled pursuant
to this Section 7.05, the Corporation shall presume that the Stock in question
is Owned or Controlled by Non-Citizens.

8.    MISCELLANEOUS.

      8.01 PLACE AND INSPECTION OF BOOKS. (a) The books of the Corporation other
than such books as are required by law to be kept within the State of Delaware
shall be kept in the Commonwealth of Virginia or at such other place or places
within or without the State of Delaware as the Board of Directors may from time
to time determine.

            (b) At least ten (10) days before each meeting of stockholders, the
officer in charge of the stock ledger of the Corporation shall prepare a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order and showing the address of each stockholder and the number of
shares registered in the name of each stockholder. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten (10) days prior to
the meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present.

            (c) The Board of Directors shall determine from time to time
whether, when and under what conditions and regulations the accounts and books
of the Corporation (except such as may be by law specifically open to inspection
or as otherwise provided by these Bylaws) or any of them shall be open to the
inspection of the stockholders and the stockholders' rights in respect thereof.

      8.02 INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS. (a) The
Corporation shall indemnify any person who was or is a party to 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 of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee,
agent or fiduciary of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, against expenses, including
attorneys' fees, judgments, fines and amounts paid or owed in settlement
actually and reasonably paid or incurred by him or her or rendered or levied
against him or her in connection with such action, suit or proceeding, if he or
she acted in good faith and in a manner he or she 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 his or her
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 shall not, in itself, create a presumption that the person did
not act in good faith and in a manner which he or she reasonably believed to be
in or not opposed to the best interests of the

                                       15
<PAGE>

Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his or her conduct was unlawful.

            (b) 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 or officer
of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee, agent or fiduciary of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise,
against expenses, including attorneys' fees, actually and reasonably paid or
incurred by him or her in connection with the defense or settlement of such
action or suit if he or she acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
Corporation; provided however, that no indemnification shall be made in respect
to any claim, issue or matter as to which such person shall have been adjudged
to be liable to the Corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper.

            (c) The Corporation may, at the discretion of the Board of
Directors, indemnify all employees and agents of the Corporation (other than
Directors and officers) to the extent that Directors and Officers shall be
indemnified pursuant to subsections (a) and (b).

            (d) To the extent that a person who may be entitled to
indemnification by the Corporation under this section is or has been successful
on the merits or otherwise in defense of any action, suit or proceeding referred
to in subsections (a) and (b), or in defense of any claim, issue or matter
herein, he or she shall be indemnified against expenses, including attorney's
fees, actually and reasonably paid or incurred by him or her in connection
therewith.

            (e) Any indemnification under subsections (a), (b) or (c) shall 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 because he or she has met the applicable standard
of conduct set forth in subsection (a) or (b). Such determination shall be made
(i) by the Board of Directors by a majority vote of a quorum consisting of
Directors who were not parties to such action, suit or proceeding, (ii) if such
a quorum is not obtainable or, even if obtainable, a quorum of disinterested
Directors so directs, by independent legal counsel in a written opinion, (iii)
by the stockholders or (iv) in any case in which applicable law makes court
approval a prerequisite to indemnification, by the court in which such action,
suit or proceeding was brought or another court of competent jurisdiction.

            (f) Expenses, including attorneys' fees, incurred by an Officer or
Director in defending a civil, criminal, administrative, or investigative
action, suit or proceeding shall be paid by the Corporation in advance of the
final deposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of the Director or Officer to repay such amount if
it shall ultimately be determined that he or she is not entitled to be
indemnified by the Corporation as authorized in this section. Such expenses,
including attorneys' fees, incurred by other employees and agents shall be so
paid upon terms and conditions, if and as the Board of Directors deems
appropriate.

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<PAGE>

            (g) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this section shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of the
stockholders or disinterested Directors or otherwise, both as to action in an
official capacity and as to action in another capacity while holding such
office.

            (h) The provisions of this section shall continue as to a person who
has ceased to be a Director, Officer, employee or agent and shall inure to the
benefit of the estate, executors, administrators, spouse, heirs, legatees or
devisees of a person entitled to indemnification hereunder and the term
"person," there used in the section shall include the estate, executors,
administrators, spouse, heirs, legatees or devisees of such person.

            (i) For the purposes of this section 7.02, (i) "employee benefit
plan" and "fiduciary" shall be deemed to include, but not be limited to, the
meanings set forth, respectively, in Sections 3(3) and 21(A) of the Employee
Retirement Income Security Act of 1974, as amended, and references to the
judgments, fines and amounts paid or owed in settlement or rendered or levied
shall be deemed to encompass and include excise taxes required to be paid
pursuant to an applicable law in respect of any transaction involving an
employee benefit plan, (ii) references to the Corporation shall be deemed to
include any predecessor corporation and any constituent corporation absorbed in
a merger, consolidation or other reorganization of or by the Corporation which,
if its separate existence had continued, would have had power and authority to
indemnify its Directors, Officers, employees, agents or fiduciaries so that any
person who was a Director, Officer, employee, agent or fiduciary of such
predecessor or constituent corporation, or served at the request of such
predecessor or constituent corporation as a Director, Officer, employee, agent
or fiduciary of another corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, shall stand in the same position under the
provisions of this Section 7.02 with respect to the Corporation as such person
would have with respect to such predecessor or constituent corporation if its
separate existence had continued, and (iii) all other terms shall be deemed to
have the meanings for such terms as set forth in Section 145 of the DGCL.

      8.03 DIVIDENDS. (a) Dividends may be declared at the discretion of the
Board of Directors at any meeting thereof.

            (b) Dividends may be paid to stockholders in cash or, when the
Directors shall so determine, in stock. A Director shall be fully protected in
relying in good faith upon the books of account of the Corporation or statements
prepared by any of its officers as to the value and amount of the assets,
liabilities or net profits of the Corporation, or any other facts pertinent to
the existence and amount of surplus or other funds from which dividends might
properly be declared.

            (c) Before payment of any dividend or any distribution of profits,
there may be set aside out of the said surplus of the Corporation such sum or
sums as the Board of Directors from time to time, in its discretion thinks
proper as a reserve fund to meet contingencies, or for equalizing dividends, or
for such other purpose as the Board of Directors shall think conducive to the
interests of the Corporation and the Board of Directors may abolish any such
reserve in the manner in which it was created.

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<PAGE>

      8.04 EXECUTION OF DEEDS, CONTRACTS AND OTHER AGREEMENTS AND INSTRUMENTS.
Subject to the specific directions of the Board of Directors, all deeds,
mortgages and bonds entered into by the Corporation and all other written
contracts and agreements to which the Corporation shall be a party shall be
executed in its name by the Chairman of the Board, the President or a Vice
President, or such other person or persons as may be authorized by any such
officer.

      8.05 CHECKS. All checks, drafts, acceptances, notes and other orders,
demands or instruments in respect to the payment of money may be signed or
endorsed on behalf of the Corporation by such officer or officers or by such
agent or agents as the Board of Directors may from time to time designate.

      8.06 VOTING SHARES IN OTHER CORPORATIONS. The Chairman of the Board of the
Corporation (or any other Director designated by a majority of the Board of
Directors) may vote any and all shares held by the Corporation in any other
corporation.

      8.07 FISCAL YEAR. The fiscal year of the Corporation shall correspond with
the calendar year.

      8.08 GENDER/NUMBER. As used in these Bylaws, the masculine, feminine or
neuter gender, and the singular or plural number, shall each include the others
whenever the context so indicates.

      8.09 PARAGRAPH TITLES. The titles of the paragraphs have been inserted as
a matter of reference only and shall not control or affect the meaning or
construction of any of the terms and provisions hereof.

      8.10 AMENDMENT. These Bylaws may be altered, amended or repealed by the
affirmative vote of the holders of a majority of the voting power of the stock
issued and outstanding and entitled to vote an any meeting of stockholders or by
resolution adopted by the affirmative vote of not less than a majority of the
Directors in office at any annual or regular meeting of the Board of Directors
or at any special meeting of the Board of Directors if notice of the proposed
alteration, amendment or repeal be contained in the notice of such special
meeting.

      8.11 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION. Notwithstanding
anything to the contrary contained herein, if any provision contained in these
Bylaws is inconsistent with or conflicts with a provision of the Certificate of
Incorporation of the Corporation, such provision of these Bylaws shall be
superseded by the inconsistent provision in the Certificate of Incorporation to
the extent necessary to give effect to such provision in the Certificate of
Incorporation.

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