Exhibit 3.05






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                           AMENDED AND RESTATED BYLAWS

                                       OF

                           ELANTEC SEMICONDUCTOR, INC.

                            (a Delaware corporation)


                           As Adopted August 23, 1995;
                        As Amended September 9, 1998; And
                       As Further Amended January 26, 2001






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<PAGE>



                           AMENDED AND RESTATED BYLAWS

                                       OF

                           ELANTEC SEMICONDUCTOR, INC.

                            (a Delaware corporation)


                                    CONTENTS

                                                                           PAGE
                                                                           ----

Article I - STOCKHOLDERS...............................................     1

    Section 1.1:  Annual Meetings......................................     1

    Section 1.2:  Special Meetings.....................................     1

    Section 1.3:  Notice of Meetings...................................     1

    Section 1.4:  Adjournments.........................................     2

    Section 1.5:  Quorum...............................................     2

    Section 1.6:  Organization.........................................     2

    Section 1.7:  Voting; Proxies......................................     2

    Section 1.8:  Fixing Date for Determination of Stockholders
                  of Record      ......................................     3

    Section 1.9:  List of Stockholders Entitled to Vote................     4

    Section 1.10: Action by Written Consent of Stockholders............     4

    Section 1.11: Inspectors of Elections..............................     5

    Section 1.12: Notice of Stockholder Business; Nominations..........     6


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Article II - BOARD OF DIRECTORS........................................     9

    Section 2.1:  Number; Qualifications...............................     9

    Section 2.2:  Election; Resignation; Removal; Vacancies............     9

    Section 2.3:  Regular Meetings.....................................     9

    Section 2.4:  Special Meetings.....................................     9

    Section 2.5:  Remote Meetings Permitted............................     9

    Section 2.6:  Quorum; Vote Required for Action.....................    10

    Section 2.7:  Organization.........................................    10

    Section 2.8:  Written Action by Directors..........................    10

    Section 2.9:  Powers...............................................    10

    Section 2.10: Compensation of Directors............................    10


Article III - COMMITTEES...............................................    11

    Section 3.1:  Committees...........................................    11

    Section 3.2:  Committee Rules......................................    11


Article IV - OFFICERS..................................................    12

    Section 4.1:  Generally............................................    12

    Section 4.2:  Chief Executive Officer..............................    12

    Section 4.3:  Chairman of the Board................................    13

    Section 4.4:  President............................................    13

    Section 4.5:  Vice President.......................................    13

    Section 4.6:  Chief Financial Officer..............................    13

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    Section 4.7:  Treasurer............................................    13

    Section 4.8:  Secretary............................................    13

    Section 4.9:  Delegation of Authority..............................    13

    Section 4.10: Removal..............................................    14


Article V - STOCK .....................................................    14

    Section 5.l:  Certificates.........................................    14

    Section 5.2:  Lost, Stolen or Destroyed Stock Certificates;
                  Issuance of New Certificate..........................    14

Section 5.3: Other Regulations.........................................    14


Article VI - INDEMNIFICATION...........................................    14

    Section 6.1:  Indemnification of Officers and Directors............    14

    Section 6.2:  Advance of Expenses..................................    15

    Section 6.3:  Non-Exclusivity of Rights............................    15

    Section 6.4:  Indemnification Contracts............................    15

    Section 6.5:  Effect of Amendment..................................    15


Article VII - NOTICES..................................................    16

    Section 7.l:  Notice...............................................    16

    Section 7.2:  Waiver of Notice.....................................    16



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                                                                           PAGE
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Article VIII - INTERESTED DIRECTORS....................................    17

    Section 8.1:  Interested Directors; Quorum.........................    17


Article IX - MISCELLANEOUS  ...........................................    17

     Section 9.1: Fiscal Year..........................................    17

    Section 9.2:  Seal.................................................    17

    Section 9.3:  Form of Records......................................    18

    Section 9.4:  Reliance Upon Books and Records......................    18

    Section 9.5:  Certificate of Incorporation Governs.................    18

    Section 9.6:  Severability.........................................    18


Article X - AMENDMENT..................................................    18

    Section 10.1: Amendments...........................................    18



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<PAGE>


                           AMENDED AND RESTATED BYLAWS

                                       OF

                           ELANTEC SEMICONDUCTOR, INC.

                            (a Delaware corporation)

                           As Adopted August 23, 1995;
                        As Amended September 9, 1998; And
                       As Further Amended January 26, 2001

                                    ARTICLE I

                                  STOCKHOLDERS


     Section 1.1: Annual  Meetings.  An annual meeting of stockholders  shall be
held for the  election  of  directors  at such  date  and  time as the  Board of
Directors shall each year fix. The meeting may be held either at a place, within
or without the State of  Delaware,  or by means of remote  communication  as the
Board of  Directors  in its sole  discretion  may  determine.  Any other  proper
business may be transacted at the annual meeting.

     Section 1.2 Special  Meetings.  Special  meetings of  stockholders  for any
purpose or purposes may be called at any time by the Chairman of the Board,  the
Chief  Executive  Officer,  the President or by a majority of the members of the
Board of  Directors.  Special  meetings may not be called by any other person or
persons. If a special meeting of stockholders is called by any person or persons
other than by a majority  of the  members of the Board of  Directors,  then such
person or persons  shall call such meeting by  delivering  a written  request to
call such  meeting to each  member of the Board of  Directors,  and the Board of
Directors shall then determine the time, date and place of such special meeting,
which  shall be held not  more  than one  hundred  twenty  (120)  nor less  than
thirty-five (35) days after the written request to call such special meeting was
delivered to each member of the Board of Directors.  The special  meeting may be
held either at a place, within or without the State of Delaware,  or by means of
remote  communication  as the  Board of  Directors  in its sole  discretion  may
determine.

     Section  1.3:  Notice of Meetings.  Notice of all meetings of  stockholders
shall be given in writing or by electronic  transmission  in the manner provided
by law (including,  without limitation,  as set forth in Section 7.1(b) of these
bylaws)  stating the date,  time and place,  if any, of the meeting  and, in the
case of a special  meeting,  the  purpose or  purposes  for which the meeting is
called.  Unless  otherwise  required by  applicable  law or the  Certificate  of
Incorporation of the  Corporation,  such notice shall be given not less than ten
(10) nor more  than  sixty  (60) days  before  the date of the  meeting  to each
stockholder entitled to vote at such meeting.

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     Section 1.4:  Adjournments.  Any meeting of  stockholders  may adjourn from
time to time to reconvene at the same or another place (if any), and notice need
not be given of any such adjourned  meeting if the time, date and place (if any)
thereof  are  announced  at the  meeting  at which  the  adjournment  is  taken;
provided, however, that if the adjournment is for more than thirty (30) days, or
if after the  adjournment a new record date is fixed for the adjourned  meeting,
then a notice of the  adjourned  meeting shall be given to each  stockholder  of
record entitled to vote at the meeting. At the adjourned meeting the Corporation
may  transact  any  business  that might have been  transacted  at the  original
meeting.

     Section  1.5:  Quorum.  At each  meeting of  stockholders  the holders of a
majority  of the shares of stock  entitled  to vote at the  meeting,  present in
person or represented by proxy, shall constitute a quorum for the transaction of
business, except if otherwise required by applicable law. If a quorum shall fail
to attend any meeting,  the chairman of the meeting or the holders of a majority
of the shares  entitled to vote who are present,  in person or by proxy,  at the
meeting may adjourn the meeting.  Shares of the Corporation's stock belonging to
the Corporation (or to another corporation, if a majority of the shares entitled
to vote in the  election  of  directors  of such  other  corporation  are  held,
directly or indirectly,  by the Corporation),  shall neither be entitled to vote
nor be counted for quorum purposes;  provided, however, that the foregoing shall
not limit  the right of the  Corporation  or any other  corporation  to vote any
shares of the Corporation's stock held by it in a fiduciary capacity.

     Section 1.6: Organization.  Meetings of stockholders shall be presided over
by such person as the Board of Directors  may  designate,  or, in the absence of
such a person, the Chairman of the Board, or, in the absence of such person, the
President of the Corporation,  or, in the absence of such person, such person as
may be chosen by the  holders of a majority  of the shares  entitled to vote who
are  present,  in person or by  proxy,  at the  meeting.  Such  person  shall be
chairman of the meeting and, subject to Section 1.11 hereof, shall determine the
order of business and the procedure at the meeting, including such regulation of
the manner of voting and the conduct of  discussion as seems to him or her to be
in  order.  The  Secretary  of the  Corporation  shall act as  secretary  of the
meeting,  but in his or her absence the  chairman of the meeting may appoint any
person to act as secretary of the meeting.

     Section  1.7:  Voting;  Proxies.  Unless  otherwise  provided by law or the
Certificate  of  Incorporation,  and subject to the provisions of Section 1.8 of
these Bylaws,  each stockholder shall be entitled to one (1) vote for each share
of  stock  held by such  stockholder.  Each  stockholder  entitled  to vote at a
meeting of stockholders, or to express consent or dissent to corporate action in
writing  without a meeting,  may authorize  another person or persons to act for
such  stockholder  by  proxy.  Such a proxy  may be  prepared,  transmitted  and
delivered  in any manner  permitted  by  applicable  law.  Voting at meetings of
stockholders  need not be by  written  ballot  unless  such is  demanded  at the
meeting  before voting begins by a stockholder  or  stockholders  holding shares
representing  at least one  percent  (1%) of the votes  entitled to vote at such
meeting,  or by such stockholder's or stockholders'  proxy;  provided,  however,
that an election of directors shall be by written ballot if demand is so made by
any stockholder at the meeting before voting begins. If a vote is to be taken by
written ballot, then each such ballot shall state the name of the stockholder or
proxy voting and such other information as the

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chairman of the meeting  deems  appropriate  and, if  authorized by the Board of
Directors,  the ballot may be submitted by electronic transmission in the manner
provided by law.  Directors  shall be elected by a plurality of the votes of the
shares  present in person or represented by proxy at the meeting and entitled to
vote on the election of directors.  Unless otherwise provided by applicable law,
the Certificate of  Incorporation  or these Bylaws,  every matter other than the
election of directors shall be decided by the affirmative vote of the holders of
a majority of the shares of stock  entitled to vote  thereon that are present in
person or  represented  by proxy at the meeting and are voted for or against the
matter.

     Section 1.8: Fixing Date for Determination of Stockholders of Record.

     (a) Generally. 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 precede  the date upon which the  resolution  fixing the record
date is adopted by the Board of Directors and 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.  If no record  date is fixed by the
Board of Directors, then the record date shall be as provided by applicable law.
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.

     (b) Stockholder  Request for Action by Written Consent.  Any stockholder of
record seeking to have the  stockholders  authorize or take corporate  action by
written  consent  without a meeting shall, by written notice to the Secretary of
the  Corporation,  request the Board of  Directors to fix a record date for such
consent.  Such request shall include a brief  description of the action proposed
to be taken. The Board of Directors  shall,  within ten (10) days after the date
on which such a request is received,  adopt a resolution fixing the record date.
Such record date shall not precede the date upon which the resolution fixing the
record date is adopted by the Board of Directors, and shall not be more than ten
(10) days after the date upon  which the  resolution  fixing the record  date is
adopted by the Board of Directors. If no record date has been fixed by the Board
of  Directors  within  ten (10) days  after the date on which  such a request is
received, then the record date for determining  stockholders entitled to consent
to corporate  action in writing  without a meeting,  when no prior action by the
Board of Directors  is required by  applicable  law,  shall be the first date on
which a signed written  consent setting forth the action taken or proposed to be
taken is delivered to the  Corporation by delivery to its  registered  office in
the State of Delaware,  to its principal place of business, or to any officer or
agent of the  Corporation  having  custody of the book in which  proceedings  of
meetings  of  stockholders  are  recorded.  Delivery  made to the  Corporation's
registered  office shall be by hand or by certified or registered  mail,  return
receipt  requested.  If no record date has been fixed by the Board of  Directors
and prior action by the Board of Directors is required by  applicable  law, then
the record date for  determining  stockholders  entitled to consent to corporate
action in writing without a
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meeting  shall be at the  close of  business  on the date on which  the Board of
Directors adopts the resolution taking such prior action.

     Section 1.9:  List of  Stockholders  Entitled to Vote.  A complete  list of
stockholders  entitled  to vote at any  meeting  of  stockholders,  arranged  in
alphabetical order and showing the address of each stockholder and the number of
shares  registered  in the  name  of  each  stockholder,  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 on a reasonably  accessible  electronic network as permitted by
law  (provided  that the  information  required  to gain  access  to the list is
provided with the notice of the meeting) or 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.
If the meeting is held at a place,  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 at the meeting.  If the meeting is
held  solely  by  remote  communication,  then  the  list  shall  be open to the
examination  of any  stockholder  during  the  whole  time of the  meeting  on a
reasonably  accessible  electronic network, and the information required to gain
access to the list shall be provided with the notice of the meeting.

     Section 1.10: Action by Written Consent of Stockholders.

     (a)   Procedure.   Unless   otherwise   provided  by  the   Certificate  of
Incorporation,  and  except as set forth in  Section  1.8(b)  above,  any action
required  or  permitted  to be taken at any  annual or  special  meeting  of the
stockholders may be taken without a meeting,  without prior notice and without a
vote,  if a consent or consents in writing,  setting  forth the action so taken,
shall be signed in the manner  permitted  by law by the  holders of  outstanding
stock  having  not less than the  number of votes  that  would be  necessary  to
authorize or take such action at a meeting at which all shares  entitled to vote
thereon were present and voted. Written stockholder consents shall bear the date
of signature of each  stockholder who signs the consent in the manner  permitted
by law and shall be delivered to the  Corporation  as provided in Subsection (b)
below.  No  written  consent  shall be  effective  to take the  action set forth
therein unless,  within sixty (60) days of the earliest dated consent  delivered
to the Corporation in the manner provided  above,  written  consents signed by a
sufficient  number of  stockholders  to take the  action set forth  therein  are
delivered to the Corporation in the manner provided above.

     (b) A telegram, cablegram or other electronic transmission consenting to an
action to be taken and transmitted by a stockholder or proxyholder,  or a person
or persons  authorized to act for a stockholder or proxyholder,  shall be deemed
to be written, signed and dated for the purposes of this section,  provided that
any such telegram,  cablegram or other electronic  transmission sets forth or is
delivered with information from which the Corporation can determine (i) that the
telegram,  cablegram or other  electronic  transmission  was  transmitted by the
stockholder or  proxyholder or by a person or persons  authorized to act for the
stockholder  or  proxyholder  and (ii) the date on  which  such  stockholder  or
proxyholder or authorized person or persons transmitted such telegram, cablegram
or  electronic  transmission.  The date on which  such  telegram,  cablegram  or
electronic transmission is transmitted shall be deemed to be the date on

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<PAGE>

which such consent was signed. No consent given by telegram,  cablegram or other
electronic  transmission  shall be  deemed  to have been  delivered  until  such
consent is reproduced in paper form and until such paper form shall be delivered
to the  Corporation  by  delivery  to its  registered  office  in the  State  of
Delaware,  its  principal  place  of  business  or an  officer  or  agent of the
Corporation  having  custody of the book in which  proceedings  of  meetings  of
stockholders are recorded.  Delivery made to a Corporation's  registered  office
shall  be made by  hand or by  certified  or  registered  mail,  return  receipt
requested. Notwithstanding the foregoing limitations on delivery, consents given
by  telegram,  cablegram  or  other  electronic  transmission  may be  otherwise
delivered to the principal place of business of the Corporation or to an officer
or agent of the Corporation  having custody of the book in which  proceedings of
meetings  of  stockholders  are  recorded  if, to the  extent  and in the manner
provided by resolution of the Board of Directors of the Corporation.

     (c) Notice of Consent.  Prompt notice of the taking of corporate  action by
stockholders  without a meeting by less than  unanimous  written  consent of the
stockholders shall be given to those stockholders who have not consented thereto
in writing and, in the case of a Certificate  Action (as defined below),  if the
Delaware General  Corporation Law so requires,  such notice shall be given prior
to filing of the  certificate  in question.  If the action which is consented to
requires the filing of a certificate under the Delaware General  Corporation Law
(a  "Certificate  Action"),  then if the  Delaware  General  Corporation  Law so
requires,  the certificate so filed shall state that written stockholder consent
has  been  given  in  accordance  with  Section  228  of  the  Delaware  General
Corporation  Law and that written  notice of the taking of  corporate  action by
stockholders without a meeting as described herein has been given as provided in
such section.

     Section 1.11: Inspectors of Elections.

     (a)   Applicability.   Unless  otherwise   provided  in  the  Corporation's
Certificate of  Incorporation  or required by the Delaware  General  Corporation
Law, the following  provisions of this Section 1.11 shall apply only if and when
the  Corporation  has a class of voting  stock that is: (i) listed on a national
securities exchange;  (ii) authorized for quotation on an interdealer  quotation
system of a registered national securities association;  or (iii) held of record
by  more  than  2,000  stockholders;  in  all  other  cases,  observance  of the
provisions of this Section 1.11 shall be optional,  and at the discretion of the
Corporation.

     (b)  Appointment.  The  Corporation  shall,  in advance  of any  meeting of
stockholders,  appoint one or more  inspectors of election to act at the meeting
and make a written report  thereof.  The  Corporation  may designate one or more
persons as alternate inspectors to replace any inspector who fails to act. If no
inspector or alternate is able to act at a meeting of  stockholders,  the person
presiding  at the meeting  shall  appoint one or more  inspectors  to act at the
meeting.

     (c) Inspector's Oath. Each inspector of election,  before entering upon the
discharge of his duties,  shall take and sign an oath  faithfully to execute the
duties of inspector  with strict  impartiality  and according to the best of his
ability.
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     (d) Duties of Inspectors.  At a meeting of stockholders,  the inspectors of
election  shall (i)  ascertain the number of shares  outstanding  and the voting
power of each share, (ii) determine the shares  represented at a meeting and the
validity  of  proxies  and  ballots,  (iii)  count all votes and  ballots,  (iv)
determine and retain for a reasonable period of time a record of the disposition
of any challenges made to any  determination by the inspectors,  and (v) certify
their  determination  of the number of shares  represented  at the meeting,  and
their count of all votes and ballots. The inspectors may appoint or retain other
persons or entities to assist the inspectors in the performance of the duties of
the inspectors.

     (e) Opening and Closing of Polls.  The date and time of the opening and the
closing of the polls for each matter upon which the stockholders  will vote at a
meeting shall be announced by the inspectors at the meeting. No ballot,  proxies
or votes, nor any revocations  thereof or changes thereto,  shall be accepted by
the inspectors  after the closing of the polls unless the Court of Chancery upon
application by a stockholder shall determine otherwise.

     (f) Determinations. In determining the validity and counting of proxies and
ballots,  the inspectors shall be limited to an examination of the proxies,  any
envelopes submitted with those proxies,  any information  provided in connection
with  proxies in  accordance  with Section  212(c)(2)  of the  Delaware  General
Corporation  Law,  ballots and the regular books and records of the Corporation,
except that the  inspectors  may consider  other  reliable  information  for the
limited purpose of reconciling  proxies and ballots submitted by or on behalf of
banks,  brokers,  their nominees or similar  persons which  represent more votes
than the holder of a proxy is  authorized  by the  record  owner to cast or more
votes than the  stockholder  holds of record.  If the inspectors  consider other
reliable information for the limited purpose permitted herein, the inspectors at
the time they make their certification of their determinations  pursuant to this
Section 1.11 shall specify the precise information considered by them, including
the  person or  persons  from  whom  they  obtained  the  information,  when the
information  was obtained,  the means by which the  information was obtained and
the basis for the  inspectors'  belief that such  information  is  accurate  and
reliable.

     Section 1.12: Notice of Stockholder Business; Nominations.

     (a) Annual Meeting of Stockholders.

          (i)  Nominations of persons for election to the Board of Directors and
     the proposal of business to be considered by the stockholders shall be made
     at an annual  meeting of  stockholders  (A)  pursuant to the  Corporation's
     notice  of  such  meeting,  (B) by or at the  direction  of  the  Board  of
     Directors  or  (C)  by  any  stockholder  of  the  Corporation  who  was  a
     stockholder  of record at the time of giving of the notice  provided for in
     this Section 1.12, who is entitled to vote at such meeting and who complies
     with the notice procedures set forth in this Section 1.12.

          (ii) For  nominations or other business to be properly  brought before
     an annual meeting by a stockholder  pursuant to clause (C) of  subparagraph
     (a)(i) of this Section 1.12, the stockholder  must have given timely notice
     thereof in  writing  to the  Secretary  of the  Corporation  and such other
     business must otherwise be a proper matter for  stockholder  action.  To be
     timely,

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<PAGE>

     a stockholder's  notice must be delivered to the Secretary at the principal
     executive  offices of the  Corporation not later than the close of business
     on the  sixtieth  (60th) day nor earlier  than the close of business on the
     ninetieth (90th) day prior to the first anniversary of the preceding year's
     annual meeting  (except in the case of the 1996 annual  meeting,  for which
     such notice shall be timely if delivered in the same time period as if such
     meeting were a special meeting governed by subparagraph (b) of this Section
     1.12);  provided,  however,  that in the event  that the date of the annual
     meeting is more than  thirty  (30) days before or more than sixty (60) days
     after such anniversary date, notice by the stockholder to be timely must be
     so delivered not earlier than the close of business on the ninetieth (90th)
     day prior to such  annual  meeting and not later than the close of business
     on the later of the sixtieth (60th) day prior to such annual meeting or the
     close of business on the tenth (10th) day following the day on which public
     announcement of the date of such meeting is first made by the  Corporation.
     Such  stockholder's  notice shall set forth: (a) as to each person whom the
     stockholder  proposes to nominate for election or  reelection as a director
     all information relating to such person that is required to be disclosed in
     solicitations  of  proxies  for  election  of  directors,  or is  otherwise
     required,  in each case  pursuant to  Regulation  14A under the  Securities
     Exchange  Act of 1934,  as amended (the  "Exchange  Act"),  including  such
     person's written consent to being named in the proxy statement as a nominee
     and to serving as a director if elected;  (b) as to any other business that
     the stockholder  proposes to bring before the meeting,  a brief description
     of the business  desired to be brought before the meeting,  the reasons for
     conducting  such business at the meeting and any material  interest in such
     business of such  stockholder  and the beneficial  owner,  if any, on whose
     behalf  the  proposal  is made;  and (c) as to the  stockholder  giving the
     notice and the beneficial  owner, if any, on whose behalf the nomination or
     proposal  is made (1) the name and  address  of such  stockholder,  as they
     appear on the  Corporation's  books, and of such beneficial  owner, and (2)
     the  class  and  number  of  shares  of  the  Corporation  that  are  owned
     beneficially  and held of record by such  stockholder  and such  beneficial
     owner.

          (iii) Notwithstanding  anything in the second sentence of subparagraph
     (a)(ii) of this Section 1.12 to the contrary,  in the event that the number
     of directors to be elected to the Board of Directors of the  Corporation is
     increased and there is no public announcement by the Corporation naming all
     of the nominees for director or specifying the size of the increased  board
     of directors at least seventy (70) days prior to the first  anniversary  of
     the preceding year's annual meeting (or, if the annual meeting is held more
     than  thirty  (30) days  before or sixty (60) days  after such  anniversary
     date,  at  least  seventy  (70)  days  prior  to such  annual  meeting),  a
     stockholder's notice required by this Section 1.12 shall also be considered
     timely,  but only with respect to nominees for any new positions created by
     such increase, if it shall be delivered to the Secretary of the Corporation
     at the principal  executive  office of the  Corporation  not later than the
     close of business on the tenth (10th) day  following  the day on which such
     public announcement is first made by the Corporation.

     (b) Special Meetings of Stockholders. Only such business shall be conducted
at a special  meeting  of  stockholders  as shall have been  brought  before the
meeting  pursuant to the  Corporation's  notice of such meeting.  Nominations of
persons for election to the Board of Directors may be made at a special  meeting
of  stockholders  at  which  directors  are  to  be  elected   pursuant  to  the
Corporation's  notice of such meeting

                                      -12-
<PAGE>

(i) by or at the  direction of the Board of Directors or (ii)  provided that the
Board of  Directors  has  determined  that  directors  shall be  elected at such
meeting, by any stockholder of the Corporation who is a stockholder of record at
the time of giving of notice of the  special  meeting,  who shall be entitled to
vote at the meeting and who  complies  with the notice  procedures  set forth in
this  Section  1.12.  In the event the  Corporation  calls a special  meeting of
stockholders  for the purpose of electing one or more  directors to the Board of
Directors,  any such  stockholder  may nominate a person or persons (as the case
may be), for  election to such  position(s)  as  specified in the  Corporation's
notice of meeting, if the stockholder's  notice required by subparagraph (a)(ii)
of this Section 1.12 shall be delivered to the Secretary of the  Corporation  at
the  principal  executive  offices  of the  Corporation  not  earlier  than  the
ninetieth  (90th) day prior to such special meeting and not later than the close
of  business  on the later of the  sixtieth  (60th)  day  prior to such  special
meeting or the tenth (10th) day following  the day on which public  announcement
is first made of the date of the special meeting and of the nominees proposed by
the Board of Directors to be elected at such meeting.

     (c) General.

          (i)  Only  such  persons  who are  nominated  in  accordance  with the
     procedures  set forth in this  Section  1.12 shall be  eligible to serve as
     directors  and only  such  business  shall be  conducted  at a  meeting  of
     stockholders  as shall have been brought  before the meeting in  accordance
     with the  procedures  set forth in this Section  1.12.  Except as otherwise
     provided by law or these bylaws, the chairman of the meeting shall have the
     power and duty to determine  whether a nomination or any business  proposed
     to be brought before the meeting was made or proposed,  as the case may be,
     in accordance  with the  procedures  set forth in this Section 1.12 and, if
     any  proposed  nomination  or business is not in  compliance  herewith,  to
     declare that such defective proposal or nomination shall be disregarded.

          (ii) For purposes of this Section 1.12, the term "public announcement"
     shall mean  disclosure  in a press  release  reported by the Dow Jones News
     Service,  Associated  Press or  comparable  national  news  service or in a
     document publicly filed by the Corporation with the Securities and Exchange
     Commission pursuant to section 13, 14 or 15(d) of the Exchange Act.

          (iii) Notwithstanding the foregoing provisions of this Section 1.12, a
     stockholder  shall also  comply  with all  applicable  requirements  of the
     Exchange Act and the rules and  regulations  thereunder with respect to the
     matters set forth  herein.  Nothing in this Section 1.12 shall be deemed to
     affect any rights of stockholders to request  inclusion of proposals in the
     Corporation's  proxy  statement  pursuant to Rule 14a-8 under the  Exchange
     Act.

                                      -13-
<PAGE>

                                   ARTICLE II

                               BOARD OF DIRECTORS

     Section 2.1: Number;  Qualifications.  The Board of Directors shall consist
of one or more members.  The initial number of directors  shall be five (5), and
thereafter  shall be  fixed  from  time to time by  resolution  of the  Board of
Directors.  No decrease in the authorized  number of directors  constituting the
Board of Directors shall shorten the term of any incumbent  director.  Directors
need not be stockholders of the Corporation.

     Section  2.2:  Election;  Resignation;  Removal;  Vacancies.  The  Board of
Directors  shall  initially  consist  of the  person or  persons  elected by the
incorporator or named in the Corporation's initial Certificate of Incorporation.
Each director  shall hold office until the next annual  meeting of  stockholders
and until his or her  successor is duly elected and  qualified,  or until his or
her earlier death,  resignation or removal.  Any director may resign at any time
upon notice to the Corporation in writing or by electronic transmission. Subject
to the  rights of any  holders of  Preferred  Stock  then  outstanding:  (i) any
director or the entire Board of Directors may be removed, with or without cause,
by the holders of a majority of the shares then  entitled to vote at an election
of directors  and (ii) any vacancy  occurring in the Board of Directors  for any
cause,  and any newly created  directorship  resulting  from any increase in the
authorized  number of  directors  to be elected by all  stockholders  having the
right to vote as a single class,  shall be filled only by a majority vote of the
directors  then in office,  though  less than a quorum,  or by a sole  remaining
director,  and any director so chosen  shall hold office for a term  expiring at
the next annual meeting of  stockholders  and until his or her successor is duly
elected and qualified.

     Section 2.3: Regular  Meetings.  Regular meetings of the Board of Directors
may be held at such places, within or without the State of Delaware, and at such
times as the  Board of  Directors  may from  time to time  determine.  Notice of
regular  meetings  need not be given if the date,  times and places  thereof are
fixed by resolution of the Board of Directors.

     Section 2.4: Special  Meetings.  Special meetings of the Board of Directors
may be called by the Chairman of the Board,  the  President or a majority of the
members  of the Board of  Directors  then in office and may be held at any time,
date or place, within or without the State of Delaware, as the person or persons
calling  the  meeting  shall  fix.  Notice of the  time,  date and place of such
meeting  shall be  given,  orally,  in  writing  or by  electronic  transmission
(including electronic mail), by the person or persons calling the meeting to all
directors at least four (4) days before the meeting if the notice is mailed,  or
at least  twenty-four  (24) hours  before the meeting if such notice is given by
telephone, hand delivery, telegram, telex, mailgram, facsimile,  electronic mail
or other  means of  electronic  transmission  or similar  communication  method.
Unless otherwise indicated in the notice, any and all business may be transacted
at a special meeting.

     Section 2.5: Remote Meetings Permitted.  Members of the Board of Directors,
or any committee of the Board, may participate in a meeting of the Board or such
committee by means of conference telephone or other communications  equipment by
means of which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to

                                      -14-

<PAGE>

conference telephone or other communications equipment shall constitute presence
in person at such meeting.

     Section 2.6: Quorum; Vote Required for Action. At all meetings of the Board
of  Directors  a majority  of the total  number of  authorized  directors  shall
constitute  a quorum  for the  transaction  of  business.  Except  as  otherwise
provided herein or in the Certificate of Incorporation,  or required by law, the
vote of a majority  of the  directors  present at a meeting at which a quorum is
present shall be the act of the Board of Directors.

     Section  2.7:  Organization.  Meetings of the Board of  Directors  shall be
presided  over by the  Chairman  of the Board,  or in his or her  absence by the
President,  or in his or her absence by a chairman  chosen at the  meeting.  The
Secretary  shall act as secretary of the meeting,  but in his or her absence the
chairman  of the  meeting  may  appoint  any person to act as  secretary  of the
meeting.

     Section 2.8: Written Action by Directors.  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 such
committee,  as the case may be,  consent  thereto in  writing  or by  electronic
transmission,  and  the  writing  or  writings  or  electronic  transmission  or
transmissions  are  filed  with  the  minutes  of  proceedings  of the  Board or
committee,  respectively.  Such filing shall be in paper form if the minutes are
maintained  in paper form and shall be in  electronic  form if the  minutes  are
maintained in electronic form.

     Section  2.9:  Powers.  The Board of  Directors  may,  except as  otherwise
required by law or the  Certificate of  Incorporation,  exercise all such powers
and do all such acts and things as may be exercised or done by the Corporation.

     Section 2.10:  Compensation of Directors.  Directors, as such, may receive,
pursuant to a resolution of the Board of Directors,  fees and other compensation
for their services as directors,  including without limitation their services as
members of committees of the Board of Directors.

                                      -15-
<PAGE>

                                   ARTICLE III

                                   COMMITTEES

     Section 3.1:  Committees.  The Board of Directors may, by resolution passed
by a  majority  of the  whole  Board,  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 the committee,  the
member or members  thereof  present at any meeting of such committee who are not
disqualified  from voting,  whether or not he, she or they  constitute a quorum,
may  unanimously  appoint another member of the Board of Directors to act at the
meeting in place of any such absent or disqualified  member. Any such committee,
to the extent provided in a 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 that may require it; but no
such  committee  shall have the power or  authority in reference to amending the
Certificate  of  Incorporation  (except  that a  committee  may,  to the  extent
authorized in the resolution or resolutions providing for the issuance of shares
of stock  adopted by the Board of  Directors  as provided in  subsection  (a) of
Section 151 of the Delaware  General  Corporation  Law, fix the designations and
any of  the  preferences  or  rights  of  such  shares  relating  to  dividends,
redemption,  dissolution,  any distribution of assets of the Corporation, or the
conversion  into, or the exchange of such shares for,  shares of any other class
or  classes  or any other  series of the same or any other  class or  classes of
stock of the Corporation,  or fix the number of shares of any series of stock or
authorize  the  increase or decrease of the shares of any  series),  adopting an
agreement of merger or  consolidation  under Sections 251 or 252 of the Delaware
General  Corporation  Law,  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 of the Board of Directors  expressly so provides,  no such
committee shall have the power or authority to declare a dividend, authorize the
issuance of stock or adopt a  certificate  of ownership  and merger  pursuant to
section 253 of the Delaware General Corporation Law.

     Section  3.2:  Committee  Rules.  Unless the Board of  Directors  otherwise
provides,  each  committee  designated  by the Board may make,  alter and repeal
rules for the  conduct  of its  business.  In the  absence  of such  rules  each
committee  shall  conduct  its  business  in the  same  manner  as the  Board of
Directors conducts its business pursuant to Article II of these Bylaws.

                                      -16-
<PAGE>

                                   ARTICLE IV

                                    OFFICERS

     Section 4.1: Generally.  The officers of the Corporation shall consist of a
Chief  Executive  Officer  and/or a President,  one or more Vice  Presidents,  a
Secretary,  a  Treasurer  and such other  officers,  including a Chairman of the
Board of Directors and/or Chief Financial  Officer,  as may from time to time be
appointed by the Board of Directors.  All officers shall be elected by the Board
of  Directors;  provided,  however,  that the Board of Directors may empower the
Chief Executive  Officer of the  Corporation to appoint  officers other than the
Chairman of the Board,  the Chief Executive  Officer,  the President,  the Chief
Financial Officer or the Treasurer.  Each officer shall hold office until his or
her successor is elected and  qualified or until his or her earlier  resignation
or removal.  Any number of offices may be held by the same  person.  Any officer
may  resign at any time upon  written  notice to the  Corporation.  Any  vacancy
occurring in any office of the  Corporation  by death,  resignation,  removal or
otherwise may be filled by the Board of Directors.

     Section 4.2: Chief Executive  Officer.  Subject to the control of the Board
of Directors and such supervisory  powers,  if any, as may be given by the Board
of  Directors,  the  powers  and  duties of the Chief  Executive  Officer of the
Corporation are:

     (a) To act as the general manager and,  subject to the control of the Board
of Directors, to have general supervision, direction and control of the business
and affairs of the Corporation;

     (b) To preside at all meetings of the stockholders;

     (c) To call  meetings  of the  stockholders  to be held at such  times and,
subject to the limitations  prescribed by law or by these Bylaws, at such places
as he or she shall deem proper; and

     (d) To affix the signature of the  Corporation  to all deeds,  conveyances,
mortgages, guarantees, leases, obligations, bonds, certificates and other papers
and  instruments in writing which have been authorized by the Board of Directors
or which, in the judgment of the Chief Executive Officer,  should be executed on
behalf  of the  Corporation;  to sign  certificates  for  shares of stock of the
Corporation;  and,  subject to the direction of the Board of Directors,  to have
general charge of the property of the  Corporation  and to supervise and control
all officers, agents and employees of the Corporation.

The President shall be the Chief Executive Officer of the Corporation unless the
Board of Directors  shall  designate  another  officer to be the Chief Executive
Officer. If there is no President, and the Board of Directors has not designated
any other officer to be the Chief  Executive  Officer,  then the Chairman of the
Board shall be the Chief Executive Officer.

                                      -17-
<PAGE>

     Section  4.3:  Chairman of the Board.  The Chairman of the Board shall have
the power to preside at all  meetings of the Board of  Directors  and shall have
such other  powers and duties as  provided  in these  bylaws and as the Board of
Directors may from time to time prescribe.

     Section 4.4: President.  The President shall be the Chief Executive Officer
of the Corporation  unless the Board of Directors shall have designated  another
officer  as the Chief  Executive  Officer  of the  Corporation.  Subject  to the
provisions of these Bylaws and to the  direction of the Board of Directors,  and
subject to the supervisory  powers of the Chief Executive  Officer (if the Chief
Executive  Officer is an officer other than the President),  and subject to such
supervisory  powers and  authority  as may be given by the Board of Directors to
the Chairman of the Board and/or to any other officer,  the President shall have
the  responsibility  for the general  management the control of the business and
affairs of the Corporation  and the general  supervision and direction of all of
the  officers,  employees  and agents of the  Corporation  (other than the Chief
Executive  Officer,  if the Chief Executive Officer is an officer other than the
President)  and shall  perform all duties and have all powers that are  commonly
incident to the office of  President or that are  delegated to the  President by
the Board of Directors.

     Section 4.5: Vice President. Each Vice President shall have all such powers
and duties as are commonly incident to the office of Vice President, or that are
delegated  to him  or her by the  Board  of  Directors  or the  Chief  Executive
Officer.  A Vice  President may be designated by the Board to perform the duties
and exercise the powers of the Chief Executive Officer in the event of the Chief
Executive Officer's absence or disability.

     Section 4.6: Chief Financial Officer. Subject to the direction of the Board
of Directors and the President,  the Chief  Financial  Officer shall perform all
duties and have all powers  that are  commonly  incident  to the office of chief
financial officer.

     Section 4.7: Treasurer.  The Treasurer shall have custody of all monies and
securities of the  Corporation.  The Treasurer shall make such  disbursements of
the funds of the  Corporation  as are  authorized  and shall render from time to
time an account of all such transactions.  The Treasurer shall also perform such
other duties and have such other  powers as are commonly  incident to the office
of  Treasurer,  or as the Board of Directors or the  President  may from time to
time prescribe.

     Section 4.8: Secretary. The Secretary shall issue or cause to be issued all
authorized  notices  for,  and shall keep,  or cause to be kept,  minutes of all
meetings of the  stockholders  and the Board of Directors.  The Secretary  shall
have charge of the corporate  minute books and similar records and shall perform
such other  duties and have such other  powers as are  commonly  incident to the
office of Secretary, or as the Board of Directors or the President may from time
to time prescribe.

     Section 4.9: Delegation of Authority.  The Board of Directors may from time
to time  delegate  the powers or duties of any officer to any other  officers or
agents, notwithstanding any provision hereof.

                                      -18-
<PAGE>

     Section 4.10:  Removal.  Any officer of the Corporation  shall serve at the
pleasure  of the Board of  Directors  and may be  removed  at any time,  with or
without  cause,  by the  Board of  Directors.  Such  removal  shall  be  without
prejudice  to  the  contractual  rights  of  such  officer,  if  any,  with  the
Corporation.


                                    ARTICLE V

                                      STOCK

     Section 5.1: Certificates.  Every holder of stock shall be entitled to have
a  certificate  signed by or in the name of the  Corporation  by the Chairman or
Vice-Chairman  of the Board of Directors,  or the President or a Vice President,
and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant
Secretary,  of the  Corporation,  certifying  the number of shares owned by such
stockholder in the Corporation.  Any or all of the signatures on the certificate
may be a facsimile.

     Section 5.2: Lost, Stolen or Destroyed Stock Certificates;  Issuance of New
Certificates.  The Corporation may issue a new certificate of stock in the place
of any certificate previously issued by it, alleged to have been lost, stolen or
destroyed,  and the  Corporation  may require  the owner of the lost,  stolen or
destroyed  certificate,  or such  owner's  legal  representative,  to  agree  to
indemnify the  Corporation  and/or to give the  Corporation a bond sufficient to
indemnify  it,  against any claim that may be made  against it on account of the
alleged loss,  theft or destruction  of any such  certificate or the issuance of
such new certificate.

     Section  5.3:  Other  Regulations.  The  issue,  transfer,  conversion  and
registration of stock  certificates  shall be governed by such other regulations
as the Board of Directors may establish.


                                   ARTICLE VI

                                 INDEMNIFICATION

     Section 6.1 Indemnification of Officers and Directors.  Each person who was
or is made a party to, or is threatened to be made a party to, or is involved in
any action,  suit or proceeding,  whether  civil,  criminal,  administrative  or
investigative  (a  "proceeding"),  by  reason  of the fact  that he or she (or a
person of whom he or she is the legal  representative),  is or was a director or
officer of the Corporation or a Reincorporated Predecessor (as defined below) or
is or  was  serving  at  the  request  of the  Corporation  or a  Reincorporated
Predecessor (as defined below) as a director or officer of another  corporation,
or of a partnership, joint venture, trust or other enterprise, including service
with respect to employee  benefit plans,  shall be indemnified and held harmless
by the  Corporation  to the fullest  extent  permitted by the  Delaware  General
Corporation Law, against all expenses,  liability and loss (including attorneys'
fees, judgments,  fines, ERISA excise taxes and penalties and amounts paid or to
be paid in settlement) reasonably

                                      -19-
<PAGE>

incurred  or  suffered  by  such  person  in  connection  therewith,   and  such
indemnification shall continue as to a person who has ceased to be a director or
officer  and shall  inure to the  benefit  of his or her  heirs,  executors  and
administrators; provided, however, that the Corporation shall indemnify any such
person  seeking  indemnity in  connection  with a proceeding  (or part  thereof)
initiated  by  such  person  only if  such  proceeding  (or  part  thereof)  was
authorized  by the Board of Directors of the  Corporation.  As used herein,  the
term  "Reincorporated  Predecessor"  means a corporation that is merged with and
into the  Corporation  in a statutory  merger where (a) the  Corporation  is the
surviving  corporation of such merger; (b) the primary purpose of such merger is
to change the corporate domicile of the Reincorporated Predecessor to Delaware.

     Section 6.2:  Advance of Expenses.  The Corporation  shall pay all expenses
(including  attorneys' fees) incurred by such a director or officer in defending
any such  proceeding  as they are incurred in advance of its final  disposition;
provided,  however,  that  if the  Delaware  General  Corporation  Law  then  so
requires, the payment of such expenses incurred by such a director or officer in
advance  of the final  disposition  of such  proceeding  shall be made only upon
delivery to the Corporation of an undertaking,  by or on behalf of such director
or  officer,  to repay all  amounts  so  advanced  if it  should  be  determined
ultimately that such director or officer is not entitled to be indemnified under
this Article VI or otherwise; and provided,  further, that the Corporation shall
not be required to advance any expenses to a person against whom the Corporation
directly brings a claim, in a proceeding, alleging that such person has breached
his or her duty of loyalty to the Corporation,  committed an act or omission not
in good faith or that involves intentional  misconduct or a knowing violation of
law, or derived an improper personal benefit from a transaction.

     Section 6.3:  Non-Exclusivity of Rights. The rights conferred on any person
in this  Article VI shall not be  exclusive  of any other right that such person
may have or hereafter acquire under any statute, provision of the Certificate of
Incorporation,   Bylaw,   agreement,   vote  or  consent  of   stockholders   or
disinterested directors, or otherwise.  Additionally, nothing in this Article VI
shall limit the ability of the Corporation,  in its discretion,  to indemnify or
advance  expenses to persons whom the  Corporation is not obligated to indemnify
or advance expenses pursuant to this Article VI.

     Section  6.4:   Indemnification   Contracts.  The  Board  of  Directors  is
authorized to cause the Corporation to enter into indemnification contracts with
any  director,  officer,  employee  or agent of the  Corporation,  or any person
serving at the request of the  Corporation as a director,  officer,  employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise,  including employee benefit plans, providing  indemnification rights
to such person.  Such rights may be greater than those  provided in this Article
VI.

     Section 6.5: Effect of Amendment. Any amendment,  repeal or modification of
any  provision  of this  Article  VI shall be  prospective  only,  and shall not
adversely affect any right or protection  conferred on a person pursuant to this
Article VI and existing at the time of such amendment, repeal or modification.

                                      -20-
<PAGE>


                                   ARTICLE VII

                                     NOTICES

     Section 7.1: Notice.

     (a) Except as otherwise  specifically  provided in these bylaws  (including
without  limitation,  Section  7.1(b)  below) or  required  by law,  all notices
required  to be given  pursuant to these  Bylaws  shall be in writing and may in
every  instance  be  effectively  given  by hand  delivery  (including  use of a
delivery service), by depositing such notice in the mail, postage prepaid, or by
sending  such notice by prepaid  telegram,  telex,  overnight  express  courier,
mailgram or facsimile.  Any such notice shall be addressed to the person to whom
notice is to be given at such  person's  address as it appears on the records of
the  Corporation.  The  notice  shall be  deemed  given  (i) in the case of hand
delivery,  when  received  by the person to whom notice is to be given or by any
person  accepting  such  notice on behalf  of such  person,  (ii) in the case of
delivery  by mail,  upon  deposit in the mail,  (iii) in the case of delivery by
overnight  express  courier,  on the first  business  day after  such  notice is
dispatched,  and (iv) in the case of delivery via telegram,  telex, mailgram, or
facsimile, when dispatched.

     (b) Without  limiting  the manner by which  notice  otherwise  may be given
effectively to stockholders, any notice to stockholders given by the Corporation
under any provision of the Delaware General  Corporation Law, the Certificate of
Incorporation,  or  these  Bylaws  shall  be  effective  if  given  by a form of
electronic  transmission  consented to by the  stockholder to whom the notice is
given.  Any such consent shall be revocable by the stockholder by written notice
to the  Corporation.  Any  such  consent  shall  be  deemed  revoked  if (i) the
Corporation  is unable to deliver by  electronic  transmission  two  consecutive
notices given by the  Corporation in accordance  with such consent and (ii) such
inability  becomes  known to the  Secretary  or an  Assistant  Secretary  of the
Corporation or to the transfer agent, or other person responsible for the giving
of notice; provided, however, the inadvertent failure to treat such inability as
a revocation  shall not  invalidate  any meeting or other  action.  Notice given
pursuant to this  Section  7.1(b)  shall be deemed  given:  (i) if by  facsimile
telecommunication,  when  directed  to a number  at which  the  stockholder  has
consented to receive  notice;  (ii) if by electronic  mail,  when directed to an
electronic  mail  address  at which the  stockholder  has  consented  to receive
notice;  (iii) if by a posting on an electronic  network  together with separate
notice to the stockholder of such specific  posting,  upon the later of (A) such
posting  and (B) the giving of such  separate  notice;  and (iv) if by any other
form of electronic transmission, when directed to the stockholder.

     (c) An  affidavit  of the  Secretary  or an  Assistant  Secretary or of the
transfer agent or other agent of the Corporation  that the notice has been given
in writing or by a form of  electronic  transmission  shall,  in the  absence of
fraud, be prima facie evidence of the facts stated therein.

     Section  7.2:  Waiver of Notice.  Whenever  notice is  required to be given
under any provision of these bylaws,  a written waiver of notice,  signed by the
person entitled to notice, or waiver by electronic  transmission by such person,
whether before or after the time stated therein,

                                      -21-
<PAGE>

shall be deemed equivalent to notice.  Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting,  except when the person attends a
meeting for the express  purpose of objecting at the beginning of the meeting to
the  transaction of any business  because the meeting is not lawfully  called or
convened.  Neither  the  business to be  transacted  at, nor the purpose of, any
regular  or  special  meeting  of the  stockholders,  directors  or members of a
committee of directors need be specified in any written waiver of notice.


                                  ARTICLE VIII

                              INTERESTED DIRECTORS

     Section  8.1:  Interested  Directors;  Quorum.  No contract or  transaction
between the Corporation and one or more of its directors or officers, or between
the Corporation  and any other  corporation,  partnership,  association or other
organization  in which one or more of its directors or officers are directors or
officers,  or have a financial  interest,  shall be void or voidable  solely for
this  reason,  or solely  because  the  director  or  officer  is  present at or
participates  in the meeting of the Board or committee  thereof that  authorizes
the  contract or  transaction,  or solely  because  his,  her or their votes are
counted for such  purpose,  if: (i) the  material  facts as to his, her or their
relationship  or interest and as to the contract or transaction are disclosed or
are known to the Board of Directors or the committee, and the Board or committee
in good faith authorizes the contract or transaction by the affirmative votes of
a  majority  of the  disinterested  directors,  even  though  the  disinterested
directors be less than a quorum; (ii) the material facts as to his, her or their
relationship  or interest and as to the contract or transaction are disclosed or
are known to the  stockholders  entitled to vote  thereon,  and the  contract or
transaction is specifically  approved in good faith by vote of the stockholders;
or (iii) the contract or  transaction  is fair as to the  Corporation  as of the
time it is  authorized,  approved  or  ratified  by the  Board of  Directors,  a
committee thereof,  or the stockholders.  Common or interested  directors may be
counted in  determining  the  presence  of a quorum at a meeting of the Board of
Directors or of a committee which authorizes the contract or transaction.


                                   ARTICLE IX

                                  MISCELLANEOUS

     Section  9.1:  Fiscal  Year.  The fiscal year of the  Corporation  shall be
determined by resolution of the Board of Directors.

     Section 9.2: Seal. The Board of Directors may provide for a corporate seal,
which  shall  have the  name of the  Corporation  inscribed  thereon  and  shall
otherwise  be in such form as may be approved  from time to time by the Board of
Directors.

     Section 9.3: Form of Records.  Any records maintained by the Corporation in
the regular course of its business, including its stock ledger, books of account
and minute books,

                                      -22-
<PAGE>

may be kept on, or be in the form of,  magnetic  tape,  diskettes,  photographs,
microphotographs,  electronic  transmissions  or any other  information  storage
device,  provided that the records so kept can be converted into clearly legible
form within a reasonable  time. The Corporation  shall so convert any records so
kept upon the request of any person entitled to inspect the same.

     Section  9.4:  Reliance  Upon Books and  Records.  A member of the Board of
Directors,  or a member of any  committee  designated  by the Board of Directors
shall, in the performance of his or her duties, be fully protected in relying in
good faith upon records of the Corporation and upon such information,  opinions,
reports or statements  presented to the Corporation by any of the  Corporation's
officers or employees,  or committees of the Board of Directors, or by any other
person as to  matters  the member  reasonably  believes  are  within  such other
person's  professional  or  expert  competence  and who has been  selected  with
reasonable care by or on behalf of the Corporation.

     Section 9.5:  Certificate  of  Incorporation  Governs.  In the event of any
conflict   between  the   provisions  of  the   Corporation's   Certificate   of
Incorporation  and Bylaws,  the provisions of the  Certificate of  Incorporation
shall govern.

     Section 9.6:  Severability.  If any provision of these Bylaws shall be held
to be invalid, illegal,  unenforceable or in conflict with the provisions of the
Corporation's   Certificate  of   Incorporation,   then  such  provision   shall
nonetheless  be enforced to the maximum  extent  possible  consistent  with such
holding  and  the  remaining  provisions  of  these  Bylaws  (including  without
limitation,  all  portions of any section of these  Bylaws  containing  any such
provision  held to be invalid,  illegal,  unenforceable  or in conflict with the
Certificate  of  Incorporation,   that  are  not  themselves  invalid,  illegal,
unenforceable or in conflict with the Certificate of Incorporation) shall remain
in full force and effect.


                                    ARTICLE X

                                    AMENDMENT

     Section  10.1:  Amendments.  Stockholders  of  the  Corporation  holding  a
majority of the Corporation's  outstanding  voting stock shall have the power to
adopt,  amend or repeal  Bylaws.  To the extent  provided  in the  Corporation's
Certificate of  Incorporation,  the Board of Directors of the Corporation  shall
also have the power to adopt, amend or repeal Bylaws of the Corporation,  except
insofar as Bylaws adopted by the stockholders shall otherwise provide.


                                      -23-
<PAGE>


                  CERTIFICATION OF AMENDED AND RESTATED BYLAWS
                                       OF
                           ELANTEC SEMICONDUCTOR, INC.
                            (a Delaware corporation)



KNOW ALL BY THESE PRESENTS:



     I, Brian  McDonald,  certify that I am Secretary of Elantec  Semiconductor,
Inc., a Delaware corporation (the "Company"),  that I am duly authorized to make
and deliver this  certification,  that the attached  Amended and Restated Bylaws
are a true and correct copy of the Amended and Restated Bylaws of the Company in
effect as of the date of this certificate.

Dated:  January 26, 2001


                                         /s/ Brian McDonald
                                         ------------------------------------
                                         Brian McDonald, Secretary



                                      -i-