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                                                                 Exhibit 3.2

                                   AMENDED AND
                                    RESTATED
                                     BYLAWS
                                       OF
                               SAUER-DANFOSS INC.

                              EFFECTIVE MAY 3, 2000

                                    ARTICLE I

                                     Offices

         Section 1. The registered office shall be at 1209 Orange Street, in
the City of Wilmington, County of New Castle, State of Delaware.

         Section 2. The corporation may also have offices at such other
places both within and without the State of Delaware, as the Board of
Directors may from time to time determine or the business of the corporation
may require.

                                   ARTICLE II

                            Meetings of Stockholders

         Section 1. All meetings of the stockholders shall be held at such
place within or without the State of Delaware as may be designated from time
to time by the Board of Directors.

         Section 2. Annual meetings of stockholders shall be held on the
third Tuesday in April if not a legal holiday, and if a legal holiday, then
on the next business day following, at 9:00 a.m., or at such other date and
time as shall be designated from time to time by the Board of Directors and
stated in the notice of the meeting, at which they shall elect by a plurality
vote the Board of Directors, and transact such other business as may properly
be brought before the meeting.

         Section 3. Written notice of the annual meeting stating the place,
date and hour of the meeting shall be given to each stockholder entitled to
vote at such meeting not less than ten nor more than sixty days before the
date of the meeting.

         Section 4. No business may be transacted at an annual meeting of
stockholders, other than business that is either (a) specified in the notice
of meeting (or any supplement thereto) given by or at the direction of the
Board of Directors (or any duly authorized committee thereof), (b) otherwise
properly brought before the annual meeting by or at the direction of the
Board of Directors (or any duly authorized committee thereof), or (c)
otherwise properly brought before the annual meeting by any stockholder of
the Company (i) who is a stockholder of record on the date of the giving of
the notice provided for in this Section 4 and on the record date for the
determination of stockholders entitled to vote at such annual meeting and
(ii) who complies with the notice procedure set forth in this Section 4.

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         In addition to any other applicable requirements, for business to be
properly brought before an annual meeting by a stockholder, such stockholder
must have given timely notice thereof in proper written form to the Secretary
of the corporation. To be timely, a stockholder proposal to be presented at
an annual meeting shall be received at the corporation's principal executive
offices not less than 120 calendar days in advance of the date that the
corporation's proxy statement was released to stockholders in connection with
the previous year's annual meeting of stockholders, except that if no annual
meeting was held in the previous year or the date of the annual meeting has
been changed by more than 30 calendar days from the date contemplated at the
time of the previous year's proxy statement, notice by the stockholder to be
timely must be received not later than the close of business on the tenth day
following the day on which such notice of the date of the meeting was mailed
or such public disclosure was made. To be in proper written form, a
stockholder's notice to the Secretary shall set forth as to each matter the
stockholder proposes to bring before the annual meeting (a) a brief
description of the business desired to be brought before the annual meeting,
(b) the name and address, as they appear on the corporation's books, of the
stockholder proposing such business, (c) the class and number of shares of
the Corporation which are beneficially owned by the stockholder, (d) any
material interest of the stockholder in such business, and (e) a
representation that such stockholder intends to appear in person or by proxy
at the annual meeting to bring such business before the meeting.

         No business shall be conducted at the annual meeting of shareholders
except business brought before the annual meeting in accordance with the
procedures set forth in this Section 4; PROVIDED, HOWEVER, that, once business
has been properly brought before the annual meeting in accordance with such
procedures, nothing in this Section 4 shall be deemed to preclude discussion by
any stockholder of any such business. If the Chairman, or other officer
presiding at a meeting in the absence of the Chairman, determines that business
was not properly brought before the meeting in accordance with the foregoing
procedures, the Chairman, or other officer presiding at a meeting in the absence
of the Chairman, shall declare to the meeting that the business was not properly
brought before the meeting and such business shall not be transacted.

         Section 5. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of
stockholders, 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 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 so specified, at the place where the
meeting is to be held. The list shall also be produced and kept at the time
and place of the meeting during the whole time thereof, and may be inspected
by any stockholder who is present.

         Section 6. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation, may only be called by the Chairman, by the Vice-Chairman, by
the Chief Executive Officer and President, at the request in writing of a
majority of the stock issued and outstanding and entitled to vote thereat, or
at the request in writing of a majority of the Board of Directors. Any such
written request delivered

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pursuant to this Section 6 of Article II shall state the purpose or purposes
of the proposed meeting.

         Section 7. Written notice of a special meeting stating the place,
date and hour of the meeting and the purpose or purposes for which the
meeting is called, shall be given not less than ten nor more than sixty days
before the date of the meeting, to each stockholder entitled to vote at such
meeting.

         Section 8. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.

         Section 9. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business, except as otherwise provided by statute or by the
Certificate of Incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.

         Section 10. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the Certificate of Incorporation, a different vote is required in which case
such express provision shall govern and control the decision of such question.

         Section 11. Unless otherwise provided in the Certificate of
Incorporation, each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such stockholder, but no proxy shall be voted on
after three years from its date, unless the proxy provides for a longer period.

                                   ARTICLE III

                               Board of Directors

         Section 1. The property, business and affairs of the corporation shall
be controlled and managed by a Board of Directors. The number of directors to
constitute the Board of Directors shall be ten. Vacancies on the Board of
Directors may be filled by a majority of the directors then in office, although
less than a quorum.

         Section 2. The business of the corporation shall be managed by its
Board of Directors, which may exercise all such powers of the corporation and do
all such lawful acts and

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things as are not by statute or by the Certificate of Incorporation or by
these bylaws directed or required to be exercised or done by the stockholders.

         Section 3. Except as provided in this Section 3, no director shall be
eligible to serve after the annual meeting of stockholders following his or her
seventieth birthday. Klaus Murmann shall be eligible to serve until the second
annual meeting of stockholders following the date when he no longer serves as
Chairman.

                       Meetings of the Board of Directors

         Section 4. The Board of Directors of the corporation may hold meetings,
both regular and special, either within or without the State of Delaware.

         Section 5. The first meeting of each newly elected Board of
Directors shall be held at such time and place as shall be fixed by the vote
of the stockholders at the annual meeting and no notice of such meeting shall
be necessary to the newly elected directors in order legally to constitute
the meeting, provided a quorum shall be present. In the event of the failure
of the stockholders to fix the time or place of such first meeting of the
newly elected Board of Directors, or in the event such meeting is not held at
the time and place so fixed by the stockholders, the meeting may be held at
such time and place as shall be specified in a notice given as hereinafter
provided for special meetings of the Board of Directors, or as shall be
specified in a written waiver signed by all of the directors.

         Section 6. Regular meetings of the Board of Directors may be held
without notice at such time and at such place as shall from time to time be
determined by the Board.

         Section 7. Special meetings of the Board may be called by the
Chairman, by the Vice-Chairman or by the Chief Executive Officer and
President on two days' notice to each director, either personally or by mail,
telegram, telex, telecopy, or other form of facsimile transmission setting
forth the time, place and purpose of the meeting; special meetings shall be
called by the Chairman, by the Vice-Chairman, by the Chief Executive Officer
and President, or by the Secretary in like manner and on like notice on the
written request of two directors.

         Section 8. (a) At all meetings of the Board a majority of directors
shall constitute a quorum for the transaction of business and, the act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors, except as may otherwise be
specifically provided by statute, by the Certificate of Incorporation or by
these bylaws. If a quorum shall not be present at any meeting of the Board of
Directors, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.

         (b) Notwithstanding Section 8(a) above, the following acts shall
require the approval of at least 80% of the fully constituted Board of
Directors in order for such act to be an act of the Board of Directors:

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                                    (i) the acquisition or sale of any entity or
                           the businesses, operations or assets thereof, for
                           consideration having a value in excess of 1% of net
                           sales for the immediately preceding fiscal year;

                                    (ii) the issuance by the corporation of any
                           common stock or other voting securities or any
                           incurrence of in excess of $10,000,000 principal
                           amount of debt, other than borrowings under
                           previously approved credit facilities;

                                    (iii) any modification or amendment to these
                           bylaws or any recommendation by the Board of
                           Directors to the stockholders of the corporation with
                           respect to a proposed modification or amendment to
                           the Certificate of Incorporation;

                                    (iv) any action having a material adverse
                           effect on the Nordborg operations;

                                    (v)     any other material change in the
                           lines of business operated by the corporation;

                                    (vi) any increase or decrease in the number
                           of directors comprising the Board of Directors;

                                    (vii) election or removal of the director
                           members, or alternative director members, of the
                           nominating committee;

                                    (viii) election or removal of the Chairman
                           and election or removal of the Vice-Chairman;

                                    (ix) election or removal of the Chief
                           Executive Officer and President, the Chief Financial
                           Officer and one or more Chief Operating Officers; and

                                    (x) approval of the Annual Business Plan (as
                           defined below) or any action that materially deviates
                           from the Annual Business Plan.

         (c) Prior to January 1 of each calendar year, the Chief Executive
Officer and President shall submit to the Board of Directors a business plan
(the "Annual Business Plan") for the corporation for the calendar year
immediately following such calendar year. The Annual Business Plan shall
include, without limitation, the overall corporate strategy, detailed operating
assumptions relating to pricing and product costing, proposed major investments,
innovations and other development decisions, capital requirements and all other
appropriate or significant items. The Annual Business Plan shall be approved in
its entirety, and only in its entirety, by the Board of Directors by the
affirmative vote of at least 80% of the fully constituted Board of Directors. In
the event that 80% of the fully constituted Board of Directors does not approve
of the Annual Business Plan as submitted by the Chief Executive Officer and
President, then the entire Annual Business Plan shall be rejected and
disapproved and, within the number of


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calendar days determined by the Board of Directors, a revised Annual Business
Plan shall be submitted to the Board of Directors by the Chief Executive
Officer and President for approval as described above. In the event that the
Annual Business Plan is not approved by the affirmative vote of at least 80%
of the Board of Directors prior to December 31 of the calendar year
immediately preceding the calendar year to which such Annual Business Plan
pertains, then the corporation shall continue to operate thereafter in
accordance with the Annual Business Plan then in effect until such time as a
revised Annual Business Plan is approved by the affirmative vote of at least
80% of the fully constituted Board of Directors.

         Section 9. Unless otherwise restricted by the Certificate of
Incorporation, any action required or permitted to be taken at any meeting of
the Board of Directors or of any committee thereof may be taken without a
meeting, if all members of the Board or 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 or committee.

         Section 10. Unless otherwise restricted by the Certificate of
Incorporation, members of the Board of Directors or of any committee thereof,
may participate in a meeting of the Board or committee by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in a meeting
by use of such equipment shall constitute presence in person at such meeting.

                             Committees of Directors

         Section 11. Subject to Section 11 below, the Board of Directors may, by
resolution passed by a majority of the fully constituted Board of Directors,
designate one or more committees, each committee to consist of one or more of
the directors of the corporation. The Board may designate one or more directors
as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. In the absence or
disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or disqualified
member. Any such committee, to the extent provided in the resolution of the
Board of Directors, shall have and may exercise all the powers and authority of
the Board of Directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require it; but no such committee shall have the power or
authority in reference to amending the Certificate of Incorporation, adopting an
agreement of merger or consolidation, recommending to the stockholders the sale,
lease or exchange of all or substantially all of the corporation's property and
assets, recommending to the stockholders a dissolution of the corporation or a
revocation of a dissolution, or amending the bylaws of the corporation; and,
unless the resolution or the Certificate of Incorporation expressly so provide,
no such committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock. Such committee or committees shall have such
name or names as may be determined from time to time by resolution adopted by
the Board of Directors.

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         Section 12. The Board of Directors, in addition to any committees
established pursuant to Section 11 of this Article IV, shall establish a
standing nominating committee. The nominating committee shall have exclusive
power and authority to evaluate and recommend all director candidates to the
Board of Directors. The nominating committee shall be comprised of two
directors; each such director member requiring approval of at least 80% of the
fully constituted Board of Directors. The Board of Directors may designate
alternate directors as members of the nominating committee; PROVIDED, HOWEVER,
that any alternate director must be approved by at least 80% of the fully
constituted Board of Directors. The number of directors comprising the
nominating committee shall be neither increased nor decreased. All acts of the
nominating committee must be unanimous. Members of the nominating committee
shall hold office until their successors are chosen and qualify and shall not be
removed by the Board of Directors without the affirmative vote of at least 80%
of the fully constituted Board of Directors.

         Section 13. Each committee shall keep regular minutes of its meetings
and report the same to the Board of Directors when required.

                            Compensation of Directors

         Section 14. Unless otherwise restricted by the Certificate of
Incorporation, the Board of Directors shall have the authority to fix the
compensation of directors. The directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors and may be paid a fixed sum
for attendance at each meeting of the Board of Directors and a stated salary as
a director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                             Nomination of Directors

         Section 15. Subject to the rights of holders of any class or series of
Preferred Stock then outstanding, nominations for the election of Directors
shall be made by the Board of Directors from the director candidates recommended
by the nominating committee or by any stockholder entitled to vote in the
election of directors generally. However, any stockholder entitled to vote in
the election of directors generally may nominate one or more persons for
election as directors at a meeting only if timely notice of such stockholder's
intent to make such nomination or nominations has been given in writing to the
Secretary of the corporation. To be timely, a stockholder nomination for a
director to be elected at an annual meeting shall be received at the
corporation's principal executive offices not less than 120 calendar days in
advance of the date that the corporation's proxy statement was released to
stockholders in connection with the previous year's annual meeting of
stockholders, except that if no annual meeting was held in the previous year or
the date of the annual meeting has been changed by more than 30 calendar days
from the date contemplated at the time of the previous year's proxy statement,
or in the event of a nomination for director to be elected at a special meeting,
notice by the stockholders to be timely must be received not later than the
close of business on the tenth day following the day on which such notice of the
date of the special meeting was mailed or such public disclosure was made. Each
such notice shall set forth (a) the name and address of the stockholder who
intends to make the nomination and of the person or persons to be nominated,

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(b) a representation that the stockholder is a holder of record of stock of
the corporation entitled to vote for the election of directors on the date of
such notice and intends to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice, (c) a description of
all arrangements or understandings between the stockholder and each nominee
and any other person or persons (naming such person or persons) pursuant to
which the nomination or nominations are to be made by the stockholder, (d)
such other information regarding each nominee proposed by such stockholder as
would be required to be included in a proxy statement filed pursuant to the
proxy rules of the Securities and Exchange Commission, had the nominee been
nominated, or intended to be nominated, by the Board of Directors, and (e)
the consent of each nominee to serve as a director of the corporation if so
elected.

         No person shall be eligible for election as a director of the Company
unless nominated in accordance with the procedures set forth in this Section 15.
If the Chairman, or other officer presiding at a meeting in the absence of the
Chairman, determines that a nomination was not made in accordance with the
foregoing procedures, the Chairman, or other officer presiding at a meeting in
the absence of the Chairman, shall declare to the meeting that the nomination
was defective and such defective nomination shall be disregarded.

                                   ARTICLE IV

                                     Notices

         Section 1. Whenever, under the provisions of the statutes or of the
Certificate of Incorporation or of these bylaws, notice is required to be given
to any director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or stockholder at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be
given three days after the time when the same shall be deposited in the United
States mail. Notice to directors may also be given by telegram, telex, telecopy
or other form of facsimile transmission if not given later than two days before
the meeting of the directors or stockholders is to be held.

         Section 2. Whenever any notice is required to be given under the
provisions of the statutes or of the Certificate of Incorporation or of these
bylaws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be
deemed equivalent thereto.

                                    ARTICLE V

                                    Officers

         Section 1. The officers of the corporation shall be chosen by the Board
of Directors and shall be a Chairman, a Chief Executive Officer and President, a
Vice President, a Secretary and a Treasurer and such other officers as the Board
of Directors deems necessary or appropriate. The Board of Directors may also
choose additional Vice Presidents, and one or more Assistant Secretaries and
Assistant Treasurers. Any number of offices may be held by the same person,
unless the Certificate of Incorporation or these bylaws otherwise provide.


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         Section 2. The Board of Directors at its first meeting after each
annual meeting of stockholders shall choose an Chairman, a Vice-Chairman, a
Chief Executive Officer and President, one or more Vice Presidents, a Secretary
and a Treasurer.

         Section 3. The Board of Directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the Board.

         Section 4. The salaries of all officers and agents of the corporation
shall be fixed by the Board of Directors. Any payments made to an officer of the
corporation as compensation, salary, commission, bonus, interest, or rent, or in
reimbursement of entertainment or travel expense incurred by him, which shall be
disallowed in whole or in part as a deductible expense of the corporation for
federal income tax purposes for the reason that it does not constitute an
ordinary and necessary business expense, shall be reimbursed by such officer to
the corporation to the full extent of such disallowance. The Board of Directors
shall enforce payment of each such amount disallowed. In lieu of payment by the
officer, subject to the discretion of the Board of Directors, proportionate
amounts may be withheld from the officer's future compensation payments until
the amount owed to the corporation has been recovered.

         Section 5. The officers of the corporation shall hold office until
their successors are chosen and qualify. Except as otherwise provided in Section
7(b) of Article III of these bylaws, any officer elected or appointed by the
Board of Directors may be removed at any time by the affirmative vote of a
majority of the Board of Directors. Any vacancy occurring in any office of the
corporation shall be filled by the Board of Directors.

                                  The Chairman

         Section 6. The Chairman shall preside at, and determine the agenda for,
all meetings of the stockholders and at all meetings of the Board of Directors.
He shall perform all the duties incident to the office of Chairman and such
other duties as the Board of Directors may from time to time determine or as may
be prescribed by these bylaws. In the absence of the Chief Executive Officer and
President, he shall be the chief operating and administrative officer and acting
Chief Executive Officer and President of the corporation. The Chairman may
execute all bonds, deeds, mortgages, conveyances, contracts, and other
instruments, except in cases where the signing and execution thereof shall be
expressly delegated by the Board of Directors or these bylaws to some other
officer or agent of the corporation, or shall be required by law otherwise to be
signed or executed. He shall have the power to appoint, determine the duties and
fix the compensation of such agents and employees as in his judgment may be
necessary or proper for the transaction of the business of the corporation. The
Chairman may delegate any of his powers or duties to the Vice-Chairman or the
Chief Executive Officer and President. Prior to determining the agenda for any
meeting of stockholders or any meeting or the Board of Directors, the Chairman
shall consult with the Vice-Chairman with respect to such agenda.


<PAGE>

                                The Vice-Chairman

         Section 7. The Vice-Chairman shall assist the Chairman in his duties,
perform all the duties incident to the office of Vice-Chairman and such other
duties as the Board of Directors may from time to time determine or as may be
prescribed by these bylaws. In the absence of the Chairman, the Vice-Chairman
shall preside at all meetings of the stockholders and directors subject,
however, to the right of the directors to delegate any specific powers to any
other officer or officers of the corporation except such as may be by statute
exclusively conferred upon the Vice Chairman. Prior to the Chairman determining
the agenda for any meeting of stockholders or any meeting or the Board of
Directors, the Vice-Chairman shall consult with the Chairman with respect to
such agenda.

                    The Chief Executive Officer and President

         Section 8. The Chief Executive Officer and President shall be the chief
operating and administrative officer of the corporation, shall have general
supervision of the business of the corporation, shall see that all orders and
resolutions of the Board of Directors are carried into effect and shall, in the
absence of the Chairman and the Vice-Chairman preside at all meetings of the
stockholders and directors subject, however, to the right of the directors to
delegate any specific powers to any other officer or officers of the corporation
except such as may be by statute exclusively conferred upon the Chief Executive
Officer and President. The Chief Executive Officer and President may execute all
bonds, deeds, mortgages, conveyances, contracts and other instruments to the
extent authorized by the Chairman, the Vice-Chairman or 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, or shall be required by law otherwise to be signed or
executed. To the extent authorized by the Chairman, the Vice-Chairman or the
Board of Directors he shall have the power to appoint, determine the duties and
fix the compensation of such agents and employees as in his judgment may be
necessary or proper for the transaction of the business of the corporation. In
general, he shall perform all authorized duties incident to the office of Chief
Executive Officer and President and such other duties as may from time to time
be assigned to him by the Chairman, the Vice-Chairman or the Board of Directors.

                              The Honorary Chairman

         Section 9. The Honorary Chairman shall be entitled to attend all
meetings of the Board of Directors, notwithstanding the fact that he may not be
a director and shall have such duties as the Board of Directors may from time to
time determine.

                               The Vice Presidents

         Section 10. The Vice Presidents shall perform such duties as shall be
assigned to them and shall exercise such powers as may be granted to them by the
Board of Directors or by the Chairman, the Vice-Chairman or by the Chief
Executive Officer and President of the corporation. In the absence of the Chief
Executive Officer and President and the Chairman and the Vice-Chairman, the Vice
Presidents, in order of their seniority, may perform the duties and exercise the
powers of the Chief Executive Officer and President with the same force and
effect as if performed by the Chief Executive Officer and President. Any Vice
President may sign and


<PAGE>

execute in the name of the corporation deeds, mortgages, bonds, contracts or
other instruments authorized by the Board of Directors or by any duly
authorized committee of directors, except in cases where the signing and
execution thereof shall be expressly delegated by the Board of Directors or
by any duly authorized committee of directors or by these bylaws to some
other officer or agent of the corporation, or shall be required by law
otherwise to be signed or executed.

                           The Chief Financial Officer

         Section 11. The Chief Financial Officer shall be responsible for
supervision of the finances of the corporation, including all accounting
matters, and shall perform such other duties and exercise such other powers
as may be granted to him by the Board of Directors, the Chairman, the
Vice-Chairman, or by the Chief Executive Officer and President of the
corporation. The Chief Financial Officer may sign all bonds, deeds,
mortgages, conveyances, contracts and other instruments to the extent
authorized by the Chairman, the Vice-Chairman, the Chief Executive Officer
and President, or the Board of Directors, except in cases where the signing
thereof shall be expressly delegated by the Board of Directors or these
bylaws to some other officer or agent of the corporation, or shall be
required by law otherwise to be signed.

                      The Secretary and Assistant Secretary

         Section 12. The Secretary shall attend all meetings of the Board of
Directors and all meetings of the stockholders and record all the proceedings of
the meetings of the corporation and of the Board of Directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the Board of Directors, and shall
perform such other duties as may be prescribed by the Board of Directors or
Chief Executive Officer and President, under whose supervision he shall be. He
shall have custody of the corporate seal of the corporation and he, or an
Assistant Secretary, shall have authority to affix the same to any instrument
requiring it and when so affixed, it may be attested by his signature or by the
signature of such Assistant Secretary. The Board of Directors may give general
authority to any other officer to affix the seal of the corporation and to
attest the affixing by his signature.

         Section 13. The Assistant Secretary, or if there be more than one, the
Assistant Secretaries in the order determined by the Board of Directors (or if
there be no such determination, then in the order of their election), shall, in
the absence of the Secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the Secretary and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.

                     The Treasurer and Assistant Treasurers

         Section 14. The Treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts
and disbursements in books belonging to the corporation and shall deposit all
moneys and other valuable effects in the name and to the credit of the
corporation in such depositories as may be designated by the Board of
Directors.


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         Section 15. He shall disburse the funds of the corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the Chief Financial Officer, Chairman,
Vice-Chairman, Chief Executive Officer and President, and the Board of
Directors, at its regular meetings, or when the Board of Directors so
requires, an account of all his transactions as Treasurer and of the
financial condition of the corporation.

         Section 16. If required by the Board of Directors, he shall give the
corporation a bond (which shall be renewed every six years) in such sum and with
such surety or sureties as shall be satisfactory to the Board of Directors for
the faithful performance of the duties of his office and for the restoration to
the corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the corporation.

         Section 17. The Assistant Treasurer, or if there shall be more than
one, the Assistant Treasurers in the order determined by the Board of Directors
(or if there be no such determination, then in the order of their election),
shall, in the absence of the Treasurer or in the event of his inability or
refusal to act, perform the duties and exercise the powers of the Treasurer and
shall perform such other duties and have such other powers as the Board of
Directors may from time to time prescribe.

                                   ARTICLE VI

                              Certificates of Stock

         Section 1. Every holder of stock in the corporation shall be entitled
to have a certificate, signed by, or in the name of the corporation by the
Chairman or the Vice-Chairman, or the Chief Executive Officer and President or a
Vice President and the Treasurer or an Assistant Treasurer, or the Secretary or
an Assistant Secretary of the corporation, certifying the number of shares owned
by him in the corporation. Any or all of the signatures on the certificate may
be a facsimile.

         Section 2. 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 he were such officer, transfer agent or registrar at the date of issue.

                                Lost Certificates

         Section 3. The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed. When authorizing such
issue of a new certificate or certificates, the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or certificates, or his
legal representative, to advertise the same in such manner as it shall require
nd/or to give the corporation a bond in such sum as it may direct as indemnity
against any claim


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that may be made against the corporation with respect to the certificate
alleged to have been lost, stolen or destroyed.

                               Transfers of Stock

         Section 4. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment, or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books;
PROVIDED, HOWEVER, that the corporation shall refuse to register any transfer of
shares purchased pursuant to an exemption from registration under Regulation S
unless such transfer is made in accordance with the provisions of Regulation S
or pursuant to a registration statement under the Securities Act of 1933 or
other exemption from registration and the corporation receives an opinion of
counsel to such effect reasonably satisfactory to it.

                               Fixing Record Date

         Section 5. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders
or any adjournment thereof, or to express consent to corporate action in
writing without a meeting, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled to exercise any
rights in respect of any change, conversion or exchange of stock or for the
purpose of any other lawful action, the Board of Directors may fix, in
advance, a record date, which shall not be more than sixty nor less than ten
days before the date of such meeting, nor more than sixty days prior to any
other action. A determination of stockholders of record entitled to notice of
or to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; PROVIDED, HOWEVER, that the Board of Directors may fix a new record
date for the adjourned meeting.

                             Registered Stockholders

         Section 6. The corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and to hold liable for calls
and assessments a person registered on its books as the owner of shares, 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, whether or not it
shall have express or other notice thereof, except as otherwise provided by
the laws of Delaware.

                                   ARTICLE VII

                               General Provisions

                                    Dividends

         Section 1. Dividends upon the capital stock of the corporation, subject
to the provisions of the Certificate of Incorporation, if any, may be declared
by the Board of Directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the Certificate of Incorporation.


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         Section 2. Before payment of any dividend, there may be set aside out
of any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                Annual Statement

         Section 3. The Board of Directors shall present at each annual meeting,
and at any special meeting of the stockholders when called for by vote of the
stockholders, a full and clear statement of the business and condition of the
corporation.

                               Checks and Deposits

         Section 4. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the Board of Directors may from time to time designate. All funds of the
corporation not otherwise employed may be deposited to the credit of the
corporation in such banks, trust companies or other depositories as the Board of
Directors may from time to time select.

                                   Fiscal Year

         Section 5. The fiscal year of the corporation shall be fixed by
resolution of the Board of Directors.

                                      Seal

         Section 6. The corporate seal shall have inscribed thereon the name of
the corporation and the words "Corporate Seal, Delaware." The seal may be used
by causing it or a facsimile thereof to be impressed or affixed or reproduced or
otherwise.

                                  ARTICLE VIII

                                   Amendments

         Section 1. These bylaws may be altered, amended or repealed or new
bylaws may be adopted by the stockholders (by the affirmative vote of the
holders of not less than 80% of the outstanding shares of the capital stock
of the Corporation entitled to vote generally in the election of directors,
considered for this purpose as one class) or by the Board of Directors, when
such power is conferred upon the Board of Directors by the Certificate of
Incorporation and in accordance with these bylaws, at any regular meeting of
the stockholders or of the Board of Directors or at any special meeting of
the stockholders or of the Board of Directors if notice of such alteration,
amendment, repeal or adoption of new bylaws be contained in the notice of
such special meeting.

                                             ---------------------------------
                                             Kenneth D. McCuskey, Secretary

DATED: May 3, 2000