<PAGE>

                                                              Exhibit 3.2






                              BYLAWS

                                OF

                              AVIRON

                     (A DELAWARE CORPORATION)



<PAGE>


                              BYLAWS

                                OF

                              AVIRON

                     (A DELAWARE CORPORATION)



                            ARTICLE I

                             OFFICES


     SECTION 1.     REGISTERED OFFICE.  The registered office of the 
corporation in the State of Delaware shall be in the City of Dover, County of 
Kent.  

     SECTION 2.     OTHER OFFICES.  The corporation shall also have and 
maintain an office or principal place of business at such place as may be 
fixed by the Board of Directors, and 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

                          CORPORATE SEAL

     SECTION 3.     CORPORATE SEAL.  The corporate seal shall consist of a 
die bearing the name of the corporation and the inscription, "Corporate 
Seal-Delaware."  Said seal may be used by causing it or a facsimile thereof 
to be impressed or affixed or reproduced or otherwise.  

                           ARTICLE III

                      STOCKHOLDERS' MEETINGS

     SECTION 4.     PLACE OF MEETINGS.  Meetings of the stockholders of the 
corporation shall be held at such place, either within or without the State 
of Delaware, as may be designated from time to time by the Board of 
Directors, or, if not so designated, then at the office of the corporation 
required to be maintained pursuant to Section 2 hereof. 

     SECTION 5.     ANNUAL MEETING.

          (a)  The annual meeting of the stockholders of the corporation, for 
the purpose of election of directors and for such other business as may 
lawfully come before it, shall be held


                                     1.

<PAGE>

on such date and at such time as may be designated from time to time by the 
Board of Directors.  

          (b)  At an annual meeting of the stockholders, only such business 
shall be conducted as shall have been properly brought before the meeting.  
To be properly brought before an annual meeting, business must be:  (A) 
specified in the notice of meeting (or any supplement thereto) given by or at 
the direction of the Board of Directors, (B) otherwise properly brought 
before the meeting by or at the direction of the Board of Directors, or (C) 
otherwise properly brought before the meeting by a stockholder.  For business 
to be properly brought before an annual meeting by a stockholder, the 
stockholder must have given timely notice thereof in writing to the Secretary 
of the corporation.  To be timely, a stockholder's notice must be delivered 
to or mailed and received at the principal executive offices of the 
corporation not 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; PROVIDED, 
HOWEVER, that in the event that no annual meeting was held in the previous 
year or the date of the annual meeting has been changed by more than thirty 
(30) days from the date contemplated at the time of the previous year's proxy 
statement, notice by the stockholder to be timely must be so received 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, in the event public 
announcement of the date of such annual meeting is first made by the 
corporation fewer than seventy (70) days prior to the date of such annual 
meeting, 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. A stockholder's notice to the Secretary shall set forth as to 
each matter the stockholder proposes to bring before the annual meeting:  (i) 
a brief description of the business desired to be brought before the annual 
meeting and the reasons for conducting such business at the annual meeting, 
(ii) the name and address, as they appear on the corporation's books, of the 
stock-holder proposing such business, (iii) the class and number of shares of 
the corporation which are beneficially owned by the stockholder, (iv) any 
material interest of the stockholder in such business and (v) any other 
information that is required to be provided by the stockholder pursuant to 
Regulation 14A under the Securities Exchange Act of 1934, as amended (the 
"1934 Act"), in his capacity as a proponent to a stockholder proposal.  
Notwithstanding the foregoing, in order to include information with respect 
to a stockholder proposal in the proxy statement and form of proxy for a 
stockholder's meeting, stockholders must provide notice as required by the 
regulations promulgated under the 1934 Act.  Notwithstanding anything in 
these Bylaws to the contrary, no business shall be conducted at any annual 
meeting except in accordance with the procedures set forth in this paragraph 
(b).  The chairman of the annual meeting shall, if the facts warrant, 
determine and declare at the meeting that business was not properly brought 
before the meeting and in accordance with the provisions of this paragraph 
(b), and, if he should so determine, he shall so declare at the meeting that 
any such business not properly brought before the meeting shall not be 
transacted.  

          (c)   Only persons who are nominated in accordance with the 
procedures set forth in this paragraph (c) shall be eligible for election as 
directors.  Nominations of persons for election to the Board of Directors of 
the corporation may be made at a meeting of stockholders


                                     2.

<PAGE>

by or at the direction of the Board of Directors or by any stockholder of the 
corporation entitled to vote in the election of directors at the meeting who 
complies with the notice procedures set forth in this paragraph (c).  Such 
nominations, other than those made by or at the direction of the Board of 
Directors, shall be made pursuant to timely notice in writing to the 
Secretary of the corporation in accordance with the provisions of paragraph 
(b) of this Section 5.  Such stockholder's notice shall set forth (i) as to 
each person, if any, whom the stockholder proposes to nominate for election 
or re-election as a director:  (A) the name, age, business address and 
residence address of such person, (B) the principal occupation or employment 
of such person, (C) the class and number of shares of the corporation which 
are beneficially owned by such person, (D) 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 
nominations are to be made by the stockholder, and (E) any other 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 1934 Act (including without limitation 
such person's written consent to being named in the proxy statement, if any, 
as a nominee and to serving as a director if elected); and (ii) as to such 
stockholder giving notice, the information required to be provided pursuant 
to paragraph (b) of this Section 5.  At the request of the Board of 
Directors, any person nominated by a stockholder for election as a director 
shall furnish to the Secretary of the corporation that information required 
to be set forth in the stockholder's notice of nomination which pertains to 
the nominee.  No person shall be eligible for election as a director of the 
corporation unless nominated in accordance with the procedures set forth in 
this paragraph (c).  The chairman of the meeting shall, if the facts warrant, 
determine and declare at the meeting that a nomination was not made in 
accordance with the procedures prescribed by these Bylaws, and if he should 
so determine, he shall so declare at the meeting, and the defective 
nomination shall be disregarded.  

          (d)  For purposes of this Section 5, "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.

     SECTION 6.     SPECIAL MEETINGS.

          (a)  Special meetings of the stockholders of the corporation may be 
called, for any purpose or purposes, by (i) the Chairman of the Board of 
Directors, (ii) the Chief Executive Officer, (iii) the Board of Directors 
pursuant to a resolution adopted by a majority of the total number of 
authorized directors (whether or not there exist any vacancies in previously 
authorized directorships at the time any such resolution is presented to the 
Board of Directors for adoption) or (iv) by the holders of shares entitled to 
cast not less than ten percent (10%) of the votes at the meeting, and shall 
be held at such place, on such date, and at such time as the Board of 
Directors, shall fix.

          (b)  If a special meeting is called by any person or persons other 
than the Board of Directors, the request shall be in writing, specifying the 
general nature of the business proposed to be transacted, and shall be 
delivered personally or sent by registered mail or by tele-


                                     3.

<PAGE>

graphic or other facsimile transmission to the Chairman of the Board of 
Directors, the Chief Executive Officer, or the Secretary of the corporation.  
No business may be transacted at such special meeting otherwise than 
specified in such notice.  The Board of Directors shall determine the time 
and place of such special meeting, which shall be held not less than 
thirty-five (35) nor more than one hundred twenty (120) days after the date 
of the receipt of the request.  Upon determination of the time and place of 
the meeting, the officer receiving the request shall cause notice to be given 
to the stockholders entitled to vote, in accordance with the provisions of 
Section 7 of these Bylaws.  If the notice is not given within sixty (60) days 
after the receipt of the request, the person or persons requesting the 
meeting may set the time and place of the meeting and give the notice.  
Nothing contained in this paragraph (b) shall be construed as limiting, 
fixing, or affecting the time when a meeting of stockholders called by action 
of the Board of Directors may be held.

     SECTION 7.     NOTICE OF MEETINGS.  Except as otherwise provided by law 
or the Certificate of Incorporation, written notice of each meeting of 
stockholders 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, such notice to specify the place, date and hour and purpose or 
purposes of the meeting.  Notice of the time, place and purpose of any 
meeting of stockholders may be waived in writing, signed by the person 
entitled to notice thereof, either before or after such meeting, and will be 
waived by any stockholder by his attendance thereat in person or by proxy, 
except when the stockholder 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.  Any 
stockholder so waiving notice of such meeting shall be bound by the 
proceedings of any such meet-ing in all respects as if due notice thereof had 
been given.  

     SECTION 8.     QUORUM.  At all meetings of stockholders, except where 
otherwise provided by statute or by the Certificate of Incorporation, or by 
these Bylaws, the presence, in person or by proxy duly authorized, of the 
holders of a majority of the outstanding shares of stock entitled to vote 
shall constitute a quorum for the transaction of business.  In the absence of 
a quorum, any meeting of stockholders may be adjourned, from time to time, 
either by the chairman of the meeting or by vote of the holders of a majority 
of the shares represented thereat, but no other business shall be transacted 
at such meeting.  The stockholders present at a duly called or convened 
meeting, at which a quorum is present, may continue to transact business 
until adjournment, notwithstanding the withdrawal of enough stockholders to 
leave less than a quorum.  Except as otherwise provided by law, the 
Certificate of Incorporation or these Bylaws, all action taken by the holders 
of a majority of the vote cast, excluding abstentions, at any meeting at 
which a quorum is present shall be valid and binding upon the corporation; 
PROVIDED, HOWEVER, that 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.  Where a separate vote by 
a class or classes or series is required, except where otherwise provided by 
the statute or by the Certificate of Incorporation or these Bylaws, a 
majority of the outstanding shares of such class or classes or series, 
present in person or represented by proxy, shall constitute a quorum entitled 
to take action with respect to that vote on that matter and, except where 
otherwise provided by the statute or by the Certificate of Incorporation or 
these Bylaws,


                                     4.

<PAGE>

the affirmative vote of the majority (plurality, in the case of the elec-tion 
of directors) of the votes cast, including abstentions, by the holders of 
shares of such class or classes or series shall be the act of such class or 
classes or series.  

     SECTION 9.     ADJOURNMENT AND NOTICE OF ADJOURNED MEETINGS.  Any 
meeting of stockholders, whether annual or special, may be adjourned from 
time to time either by the chairman of the meeting or by the vote of a 
majority of the shares casting votes, excluding abstentions.  When a meeting 
is adjourned to another time or place, notice need not be given of the 
adjourned meeting if the time and place thereof are announced at the meeting 
at which the adjournment is taken.  At the adjourned meeting, the corporation 
may transact any business which might have been transacted at the original 
meeting.  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, a 
notice of the adjourned meeting shall be given to each stockholder of record 
entitled to vote at the meeting.  

     SECTION 10.    VOTING RIGHTS.  For the purpose of determining those 
stockholders entitled to vote at any meeting of the stockholders, except as 
otherwise provided by law, only persons in whose names shares stand on the 
stock records of the corporation on the record date, as provided in Section 
12 of these Bylaws, shall be entitled to vote at any meeting of stockholders. 
 Every person entitled to vote or execute consents (if such consents are 
allowed pursuant to these Bylaws) shall have the right to do so either in 
person or by an agent or agents authorized by a proxy granted in accordance 
with Delaware law.  An agent so appointed need not be a stockholder.  No 
proxy shall be voted after three (3) years from its date of creation unless 
the proxy provides for a longer period. 

     SECTION 11.    JOINT OWNERS OF STOCK.  If shares or other securities 
having voting power stand of record in the names of two (2) or more persons, 
whether fiduciaries, members of a partnership, joint tenants, tenants in 
common, tenants by the entirety, or otherwise, or if two (2) or more persons 
have the same fiduciary relationship respecting the same shares, unless the 
Secretary is given written notice to the contrary and is furnished with a 
copy of the instrument or order appointing them or creating the relationship 
wherein it is so provided, their acts with respect to voting shall have the 
following effect:  (a) if only one (1) votes, his act binds all; (b) if more 
than one (1) votes, the act of the majority so voting binds all; (c) if more 
than one (1) votes, but the vote is evenly split on any particular matter, 
each faction may vote the securities in question proportionally, or may apply 
to the Delaware Court of Chancery for relief as provided in the General 
Corporation Law of Delaware, Section 217(b).  If the instrument filed with 
the Secretary shows that any such tenancy is held in unequal interests, a 
majority or even-split for the purpose of subsec-tion (c) shall be a majority 
or even-split in interest.  

     SECTION 12.    LIST OF STOCKHOLDERS.  The Secretary shall prepare and 
make, at least ten (10) days before every meeting of stockholders, a complete 
list of the stockholders entitled to vote at said meeting, arranged in 
alphabetical order, showing the address of each stockholder and the number of 
shares registered in the name of each stockholder.  Such list shall be open 
to the examination of any stockholder, for any purpose germane to the 
meeting, during ordinary business hours, for a period of at least ten (10) 
days prior to the meeting, either at a place within


                                     5.

<PAGE>

the city where the meeting is to be held, which place shall be specified in 
the notice of the meeting, or, if not specified, at the place where the 
meeting is to be held.  The list shall be produced and kept at the time and 
place of meeting during the whole time thereof and may be inspected by any 
stockholder who is present.  

     SECTION 13.    ACTION WITHOUT MEETING.

          (a)  Unless otherwise provided in the Certificate of Incorporation, 
any action required by statute to be taken at any annual or special meeting 
of the stockholders, or any action which may 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 in writing, setting forth the 
action so taken, shall be signed by the holders of outstanding stock having 
not less than the minimum number of votes that would be necessary to 
authorize or take such action at a meeting at which all shares entitled to 
vote thereon were present and voted.

          (b)  Every written consent shall bear the date of signature of each 
stockholder who signs the consent, and no written consent shall be effective 
to take the corporate action referred to therein unless, within sixty (60) 
days of the earliest dated consent delivered to the corporation in the manner 
herein required, written consents signed by a sufficient number of 
stockholders to take action are 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 by hand or by certified or 
registered mail, return receipt requested. 

          (c)  Prompt notice of the taking of the corporate action without a 
meeting by less than unanimous written consent shall be given to those 
stockholders who have not consented in writing.  If the action which is 
consented to is such as would have required the filing of a certificate under 
any section of the General Corporation Law of the State of Delaware if such 
action had been voted on by stockholders at a meeting thereof, then the 
certificate filed under such section shall state, in lieu of any statement 
required by such section concerning any vote of stockholders, that written 
notice and written consent have been given as provided in Section 228 of the 
General Corporation Law of Delaware.

          (d)  Notwithstanding the foregoing, no such action by written 
consent may be taken following the closing of the initial public offering 
pursuant to an effective registration statement under the Securities Act of 
1933, as amended (the "1933 Act"), covering the offer and sale of Common 
Stock of the corporation (the "Initial Public Offering").

     SECTION 14.    ORGANIZATION.

          (a)  At every meeting of stockholders, the Chairman of the Board of 
Directors, or, if a Chairman has not been appointed or is absent, the Chief 
Executive Officer, or, if the Chief Executive Officer is absent, a chairman 
of the meeting chosen by a majority in interest of the stockholders entitled 
to vote, present in person or by proxy, shall act as chairman.  The 


                                     6.

<PAGE>

Secretary, or, in his absence, an Assistant Secretary directed to do so by 
the Chairman, shall act as secretary of the meeting.

          (b)  The Board of Directors of the corporation shall be entitled to 
make such rules or regulations for the conduct of meetings of stockholders as 
it shall deem necessary, appropriate or convenient.  Subject to such rules 
and regulations of the Board of Directors, if any, the chairman of the 
meeting shall have the right and authority to prescribe such rules, 
regulations and procedures and to do all such acts as, in the judgment of 
such chairman, are necessary, appropriate or convenient for the proper 
conduct of the meeting, including, without limitation, establishing an agenda 
or order of business for the meeting, rules and procedures for maintaining 
order at the meeting and the safety of those present, limitations on 
participation in such meeting to stockholders of record of the corporation 
and their duly authorized and constituted proxies and such other persons as 
the chairman shall permit, restrictions on entry to the meeting after the 
time fixed for the commencement thereof, limitations on the time allotted to 
questions or comments by participants and regulation of the opening and 
closing of the polls for balloting on matters which are to be voted on by 
ballot.  Unless and to the extent determined by the Board of Directors or the 
chairman of the meeting, meetings of stockholders shall not be required to be 
held in accordance with rules of parliamentary procedure.

                            ARTICLE IV

                            DIRECTORS

     SECTION 15.    NUMBER AND TERM OF OFFICE.  The authorized number of 
directors of the corporation shall be fixed in accordance with the 
Certificate of Incorporation.  Directors need not be stockholders unless so 
required by the Certificate of Incorporation.  If for any cause, the 
directors shall not have been elected at an annual meeting, they may be 
elected as soon thereafter as convenient at a special meeting of the 
stockholders called for that purpose in the manner provided in these Bylaws.  

     SECTION 16.    POWERS.  The powers of the corporation shall be 
exercised, its business conducted and its property controlled by the Board of 
Directors, except as may be otherwise provided by statute or by the 
Certificate of Incorporation.  

     SECTION 17.    CLASSES OF DIRECTORS.  Subject to the rights of the 
holders of any series of Preferred Stock to elect additional directors under 
specified circumstances, following the closing of the Initial Public 
Offering, the directors shall be divided into three classes designated as 
Class I, Class II and Class III, respectively. Directors shall be assigned to 
each class in accordance with a resolution or resolutions adopted by the 
Board of Directors.  At the first annual meeting of stockholders following 
the closing of the Initial Public Offering, the term of office of the Class I 
directors shall expire and Class I directors shall be elected for a full term 
of three years.  At the second annual meeting of stockholders following the 
Closing of the Initial Public Offering, the term of office of the Class II 
directors shall expire and Class II directors shall be elected for a full 
term of three years.  At the third annual meeting of stockholders following 
the Closing of the Initial Public Offering, the term of office of the Class 
III directors


                                     7.
<PAGE>

shall expire and Class III directors shall be elected for a full term of 
three years.  At each succeeding annual meeting of stockholders, directors 
shall be elected for a full term of three years to succeed the directors of 
the class whose terms expire at such annual meeting.

     Notwithstanding the foregoing provisions of this Article, each director 
shall serve until his successor is duly elected and qualified or until his 
death, resignation or removal.  No decrease in the number of directors 
constituting the Board of Directors shall shorten the term of any incumbent 
director.

     SECTION 18.    VACANCIES.  Unless otherwise provided in the Certificate 
of Incorporation, any vacancies on the Board of Directors resulting from 
death, resignation, disqualification, removal or other causes and any newly 
created directorships resulting from any increase in the number of directors, 
shall unless the Board of Directors determines by resolution that any such 
vacancies or newly created directorships shall be filled by stockholders, be 
filled only by the affirmative vote of a majority of the directors then in 
office, even though less than a quorum of the Board of Directors. Any 
director elected in accordance with the preceding sentence shall hold office 
for the remainder of the full term of the director for which the vacancy was 
created or occurred and until such director's successor shall have been 
elected and qualified.  A vacancy in the Board of Directors shall be deemed 
to exist under this Bylaw in the case of the death, removal or resignation of 
any director. 

     SECTION 19.    RESIGNATION.  Any director may resign at any time by 
delivering his written resignation to the Secretary, such resignation to 
specify whether it will be effective at a particular time, upon receipt by 
the Secretary or at the pleasure of the Board of Directors.  If no such 
specification is made, it shall be deemed effective at the pleasure of the 
Board of Directors.  When one or more directors shall resign from the Board 
of Directors, effective at a future date, a majority of the directors then in 
office, including those who have so resigned, shall have power to fill such 
vacancy or vacancies, the vote thereon to take effect when such resignation 
or resignations shall become effective, and each Director so chosen shall 
hold office for the unexpired portion of the term of the Director whose place 
shall be vacated and until his successor shall have been duly elected and 
qualified.  

     SECTION 20.    REMOVAL.  Subject to the rights of the holders of any 
series of Preferred Stock, the Board of Directors or any individual director 
may be removed from office at any time (i) with cause by the affirmative vote 
of the holders of a majority of the voting power of all the then-outstanding 
shares of voting stock of the corporation, entitled to vote at an election of 
directors (the "Voting Stock") or (ii) without cause by the affirmative vote 
of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the 
voting power of all the then-outstanding shares of the Voting Stock.  

     SECTION 21.    MEETINGS.

          (a)  ANNUAL MEETINGS.  The annual meeting of the Board of Directors 
shall be held immediately before or after the annual meeting of stockholders 
and at the place where such meeting is held.  No notice of an annual meeting 
of the Board of Directors shall be necessary


                                     8.

<PAGE>

and such meeting shall be held for the purpose of electing officers and 
transacting such other business as may lawfully come before it.

          (b)  REGULAR MEETINGS.  Except as hereinafter otherwise provided, 
regular meetings of the Board of Directors shall be held in the office of the 
corporation required to be maintained pursuant to Section 2 hereof.  Unless 
otherwise restricted by the Certificate of Incorporation, regular meetings of 
the Board of Directors may also be held at any place within or without the 
State of Delaware which has been designated by resolution of the Board of 
Directors or the written consent of all directors.  

          (c)  SPECIAL MEETINGS.  Unless otherwise restricted by the 
Certificate of Incorporation, special meetings of the Board of Directors may 
be held at any time and place within or without the State of Delaware 
whenever called by the Chairman of the Board, the Chief Executive Officer or 
any two of the directors.  

          (d)  TELEPHONE MEETINGS.  Any member of the Board of Directors, or 
of any committee thereof, may participate in a meeting 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 such means shall constitute presence in person at such meeting.  

          (e)  NOTICE OF MEETINGS.  Notice of the time and place of all 
special meetings of the Board of Directors shall be orally or in writing, by 
telephone, facsimile, telegraph or telex, during normal business hours, at 
least twenty-four (24) hours before the date and time of the meeting, or sent 
in writing to each director by first class mail, charges prepaid, at least 
three (3) days before the date of the meeting.  Notice of any meeting may be 
waived in writing at any time before or after the meeting and will be waived 
by any director by attendance thereat, except when the director attends the 
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.  

          (f)  WAIVER OF NOTICE.  The transaction of all business at any 
meeting of the Board of Directors, or any committee thereof, however called 
or noticed, or wherever held, shall be as valid as though had at a meeting 
duly held after regular call and notice, if a quorum be present and if, 
either before or after the meeting, each of the directors not present shall 
sign a written waiver of notice.  All such waivers shall be filed with the 
corporate records or made a part of the minutes of the meeting. 

     SECTION 22.    QUORUM AND VOTING.

          (a)  Unless the Certificate of Incorporation requires a greater 
number and except with respect to indemnification questions arising under 
Section 43 hereof, for which a quorum shall be one-third of the exact number 
of directors fixed from time to time in accordance with the Certificate of 
Incorporation, a quorum of the Board of Directors shall consist of a majority 
of the exact number of directors fixed from time to time by the Board of 
Directors in


                                     9.

<PAGE>

accordance with the Certificate of Incorporation; PROVIDED, HOWEVER, at any 
meeting whether a quorum be present or otherwise, a majority of the directors 
present may adjourn from time to time until the time fixed for the next 
regular meeting of the Board of Directors, without notice other than by 
announcement at the meeting.  

          (b)  At each meeting of the Board of Directors at which a quorum is 
present, all questions and business shall be determined by the affirmative 
vote of a majority of the directors present, unless a different vote be 
required by law, the Certificate of Incorporation or these Bylaws. 

     SECTION 23.    ACTION WITHOUT MEETING.  Unless otherwise restricted by 
the Certificate of Incorporation or these Bylaws, 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 
of Directors or committee, as the case may be, consent thereto in writing, 
and such writing or writings are filed with the minutes of proceedings of the 
Board of Directors or committee. 

     SECTION 24.    FEES AND COMPENSATION.  Directors shall be entitled to 
such compensation for their services as may be approved by the Board of 
Directors, including, if so approved, by resolution of the Board of 
Directors, a fixed sum and expenses of attendance, if any, for attendance at 
each regular or special meeting of the Board of Directors and at any meeting 
of a committee of the Board of Directors.  Nothing herein contained shall be 
construed to preclude any director from serving the corporation in any other 
capacity as an officer, agent, employee, or otherwise and receiving 
compensation therefor.  

     SECTION 25.    COMMITTEES.

          (a)  EXECUTIVE COMMITTEE.  The Board of Directors may by resolution 
passed by a majority of the whole Board of Directors appoint an Executive 
Committee to consist of one (1) or more members of the Board of Directors.  
The Executive Committee, to the extent permitted by law and 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, including without limitation the 
power or authority to declare a dividend, to authorize the issuance of stock 
and to adopt a certificate of ownership and merger, 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 (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 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, recommending to the 
stockholders the sale, lease or exchange of all or substantially all of the 
corporation's property and assets, recommending to 

                                     10.

<PAGE>

the stockholders a dissolution of the corporation or a revocation of a 
dissolution, or amending the bylaws of the corporation. 

          (b)  OTHER COMMITTEES.  The Board of Directors may, by resolution 
passed by a majority of the whole Board of Directors, from time to time 
appoint such other committees as may be permitted by law.  Such other 
committees appointed by the Board of Directors shall consist of one (1) or 
more members of the Board of Directors and shall have such powers and perform 
such duties as may be prescribed by the resolution or resolutions creating 
such committees, but in no event shall such committee have the powers denied 
to the Executive Committee in these Bylaws. 

          (c)  TERM.  Each member of a committee of the Board of Directors 
shall serve a term on the committee coexistent with such member's term on the 
Board of Directors.  The Board of Directors, subject to the provisions of 
subsections (a) or (b) of this Bylaw may at any time increase or decrease the 
number of members of a committee or terminate the existence of a committee.  
The membership of a committee member shall terminate on the date of his death 
or voluntary resignation from the committee or from the Board of Directors.  
The Board of Directors may at any time for any reason remove any individual 
committee member and the Board of Directors may fill any committee vacancy 
created by death, resignation, removal or increase in the number of members 
of the committee.  The Board of Directors 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, and, in addition, in the 
absence or disqualification of any 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.  

          (d)  MEETINGS.  Unless the Board of Directors shall otherwise 
provide, regular meetings of the Executive Committee or any other committee 
appointed pursuant to this Section 25 shall be held at such times and places 
as are determined by the Board of Directors, or by any such committee, and 
when notice thereof has been given to each member of such committee, no 
further notice of such regular meetings need be given thereafter.  Special 
meetings of any such committee may be held at any place which has been 
determined from time to time by such committee, and may be called by any 
director who is a member of such committee, upon written notice to the 
members of such committee of the time and place of such special meeting given 
in the manner provided for the giving of written notice to members of the 
Board of Directors of the time and place of special meetings of the Board of 
Directors.  Notice of any special meeting of any committee may be waived in 
writing at any time before or after the meeting and will be waived by any 
director by attendance thereat, except when the director attends such special 
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.  A majority of the authorized number of members 
of any such committee shall constitute a quorum for the transaction of 
business, and the act of a majority of those present at any meeting at which 
a quorum is present shall be the act of such committee.  


                                     11.

<PAGE>

     SECTION 26.    ORGANIZATION.  At every meeting of the directors, the 
Chairman of the Board of Directors, or, if a Chairman has not been appointed 
or is absent, the Chief Executive Officer, or if the Chief Executive Officer 
is absent, the President, or, in the absence of any such officer, a chairman 
of the meeting chosen by a majority of the directors present, shall preside 
over the meeting.  The Secretary, or in his absence, an Assistant Secretary 
directed to do so by the Chief Executive Officer, shall act as secretary of 
the meeting.

                            ARTICLE V

                             OFFICERS

     SECTION 27.    OFFICERS DESIGNATED.  The officers of the corporation 
shall include, if and when designated by the Board of Directors, the Chairman 
of the Board of Directors, the Chief Executive Officer, the President, one or 
more Vice Presidents, the Secretary, the Chief Financial Officer, the 
Treasurer, the Controller, all of whom shall be elected at the annual 
organizational meeting of the Board of Directors.  The Board of Directors may 
also appoint one or more Assistant Secretaries, Assistant Treasurers, 
Assistant Controllers and such other officers and agents with such powers and 
duties as it shall deem necessary.  The Board of Directors may assign such 
additional titles to one or more of the officers as it shall deem 
appropriate.  Any one person may hold any number of offices of the 
corporation at any one time unless specifically prohibited therefrom by law. 
The salaries and other compensation of the officers of the corporation shall 
be fixed by or in the manner designated by the Board of Directors.  

     SECTION 28.    TENURE AND DUTIES OF OFFICERS.

          (a)  GENERAL.  All officers shall hold office at the pleasure of 
the Board of Directors and until their successors shall have been duly 
elected and qualified, unless sooner removed.  Any officer elected or 
appointed by the Board of Directors may be removed at any time by the Board 
of Directors.  If the office of any officer becomes vacant for any reason, 
the vacancy may be filled by the Board of Directors.   

          (b)  DUTIES OF CHAIRMAN OF THE BOARD OF DIRECTORS.  The Chairman of 
the Board of Directors, when present, shall preside at all meetings of the 
stockholders and the Board of Directors.  The Chairman of the Board of 
Directors shall perform other duties commonly incident to his office and 
shall also perform such other duties and have such other powers as the Board 
of Directors shall designate from time to time.   

          (c)  DUTIES OF CHIEF EXECUTIVE OFFICER.  The Chief Executive 
Officer shall preside at all meetings of the stockholders and at all meetings 
of the Board of Directors, unless the Chairman of the Board of Directors has 
been appointed and is present.  The Chief Executive Officer shall, subject to 
the control of the Board of Directors, have general supervision, direction 
and control of the business and officers of the corporation.  The Chief 
Executive Officer shall perform other duties commonly incident to his office 
and shall also perform such other duties and have such other powers as the 
Board of Directors shall designate from time to time.  


                                     12.

<PAGE>


          (d)  DUTIES OF PRESIDENT.  The President may assume and perform the 
duties of the Chief Executive Officer in the absence or disability of the 
Chief Executive Officer or whenever the office of Chief Executive Officer is 
vacant.  The President shall perform other duties commonly incident to his 
office and shall also perform such other duties and have such other powers as 
the Board of Directors or the Chief Executive Officer shall designate from 
time to time.

          (e)  DUTIES OF VICE PRESIDENTS.  The Vice Presidents may assume and 
perform the duties of the President in the absence or disability of the 
President or whenever the office of President is vacant.  The Vice Presidents 
shall perform other duties commonly incident to their office and shall also 
perform such other duties and have such other powers as the Board of 
Directors, the Chief Executive Officer or the President shall designate from 
time to time.  

          (f)  DUTIES OF SECRETARY.  The Secretary shall attend all meetings 
of the stockholders and of the Board of Directors and shall record all acts 
and proceedings thereof in the minute book of the corporation.  The Secretary 
shall give notice in conformity with these Bylaws of all meetings of the 
stockholders and of all meetings of the Board of Directors and any committee 
thereof requiring notice.  The Secretary shall perform all other duties given 
him in these Bylaws and other duties commonly incident to his office and 
shall also perform such other duties and have such other powers as the Board 
of Directors shall designate from time to time.  The Chief Executive Officer 
may direct any Assistant Secretary to assume and perform the duties of the 
Secretary in the absence or disability of the Secretary, and each Assistant 
Secretary shall perform other duties commonly incident to his office and 
shall also perform such other duties and have such other powers as the Board 
of Directors or the Chief Executive Officer shall designate from time to 
time.  

          (g)  DUTIES OF CHIEF FINANCIAL OFFICER.  The Chief Financial 
Officer shall keep or cause to be kept the books of account of the 
corporation in a thorough and proper manner and shall render statements of 
the financial affairs of the corporation in such form and as often as 
required by the Board of Directors or the Chief Executive Officer.  The Chief 
Financial Officer, subject to the order of the Board of Directors, shall have 
the custody of all funds and securities of the corporation.  The Chief 
Financial Officer shall perform other duties commonly incident to his office 
and shall also perform such other duties and have such other powers as the 
Board of Directors or the Chief Executive Officer shall designate from time 
to time.  The Chief Executive Officer may direct the Treasurer or any 
Assistant Treasurer, or the Controller or any Assistant Controller to assume 
and perform the duties of the Chief Financial Officer in the absence or 
disability of the Chief Financial Officer, and each Treasurer and Assistant 
Treasurer and each Controller and Assistant Controller shall perform other 
duties commonly incident to his office and shall also perform such other 
duties and have such other powers as the Board of Directors or the Chief 
Executive Officer shall designate from time to time.  

     SECTION 29.    DELEGATION OF AUTHORITY.  The Board of Directors may from 
time to time delegate the powers or duties of any officer to any other 
officer or agent, notwithstanding any provision hereof.


                                     13.

<PAGE>

     SECTION 30.    RESIGNATIONS.  Any officer may resign at any time by 
giving written notice to the Board of Directors or to the Chief Executive 
Officer or to the Secretary.  Any such resignation shall be effective when 
received by the person or persons to whom such notice is given, unless a 
later time is specified therein, in which event the resignation shall become 
effective at such later time.  Unless otherwise specified in such notice, the 
acceptance of any such resignation shall not be necessary to make it 
effective.  Any resignation shall be without prejudice to the rights, if any, 
of the corporation under any contract with the resigning officer.  

     SECTION 31.    REMOVAL.  Any officer may be removed from office at any 
time, either with or without cause, by the affirmative vote of a majority of 
the directors in office at the time, or by the unanimous written consent of 
the directors in office at the time, or by any committee or superior officers 
upon whom such power of removal may have been conferred by the Board of 
Directors.

                            ARTICLE VI

          EXECUTION OF CORPORATE INSTRUMENTS AND VOTING
              OF SECURITIES OWNED BY THE CORPORATION

     SECTION 32.    EXECUTION OF CORPORATE INSTRUMENTS.  The Board of 
Directors may, in its discretion, determine the method and designate the 
signatory officer or officers, or other person or persons, to execute on 
behalf of the corporation any corporate instrument or document, or to sign on 
behalf of the corporation the corporate name without limitation, or to enter 
into contracts on behalf of the corporation, except where otherwise provided 
by law or these Bylaws, and such execution or signature shall be binding upon 
the corporation.  

     Unless otherwise specifically determined by the Board of Directors or 
otherwise required by law, promissory notes, deeds of trust, mortgages and 
other evidences of indebtedness of the corporation, and other corporate 
instruments or documents requiring the corporate seal, and certificates of 
shares of stock owned by the corporation, shall be executed, signed or 
endorsed by the Chairman of the Board of Directors, or the President or any 
Vice President, and by the Secretary or Treasurer or any Assistant Secretary 
or Assistant Treasurer.  All other instruments and documents requiring the 
corporate signature, but not requiring the corporate seal, may be executed as 
aforesaid or in such other manner as may be directed by the Board of 
Directors.  

     All checks and drafts drawn on banks or other depositaries on funds to 
the credit of the corporation or in special accounts of the corporation shall 
be signed by such person or persons as the Board of Directors shall authorize 
so to do.

     Unless authorized or ratified by the Board of Directors or within the 
agency power of an officer, no officer, agent or employee shall have any 
power or authority to bind the corporation by any contract or engagement or 
to pledge its credit or to render it liable for any purpose or for any 
amount.  


                                     14.

<PAGE>

     SECTION 33.    VOTING OF SECURITIES OWNED BY THE CORPORATION.  All stock 
and other securities of other corporations owned or held by the corporation 
for itself, or for other parties in any capacity, shall be voted, and all 
proxies with respect thereto shall be executed, by the person authorized so 
to do by resolution of the Board of Directors, or, in the absence of such 
authorization, by the Chairman of the Board of Directors, the Chief Executive 
Officer, the President, or any Vice President.  

                           ARTICLE VII

                         SHARES OF STOCK

     SECTION 34.    FORM AND EXECUTION OF CERTIFICATES.  Certificates for the 
shares of stock of the corporation shall be in such form as is consistent 
with the Certificate of Incorporation and applicable law.  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 of the Board of Directors, or 
the President or any Vice President and by the Treasurer or Assistant 
Treasurer or the Secretary or Assistant Secretary, certifying the number of 
shares owned by him in the corporation.  Any or all of the signatures on the 
certificate may be facsimiles.  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 with the same 
effect as if he were such officer, transfer agent, or registrar at the date 
of issue.  Each certificate shall state upon the face or back thereof, in 
full or in summary, all of the powers, designations, preferences, and rights, 
and the limitations or restrictions of the shares authorized to be issued or 
shall, except as otherwise required by law, set forth on the face or back a 
statement that the corporation will furnish without charge to each 
stockholder who so requests the powers, designations, preferences and 
relative, participating, optional, or other special rights of each class of 
stock or series thereof and the qualifications, limitations or restrictions 
of such preferences and/or rights.  Within a reasonable time after the 
issuance or transfer of uncertificated stock, the corporation shall send to 
the registered owner thereof a written notice containing the information 
required to be set forth or stated on certificates pursuant to this section 
or otherwise required by law or with respect to this section a statement that 
the corporation will furnish without charge to each stockholder who so 
requests the powers, designations, preferences and relative participating, 
optional or other special rights of each class of stock or series thereof and 
the qualifications, limitations or restrictions of such preferences and/or 
rights.  Except as otherwise expressly provided by law, the rights and 
obligations of the holders of certificates representing stock of the same 
class and series shall be identical.  

     SECTION 35.    LOST CERTIFICATES.  A new certificate or certificates 
shall 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.  The corporation may 
require, as a condition precedent to the issuance of a new certificate or 
certificates, 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 or to give the corporation a surety bond in such 
form and amount as


                                     15.

<PAGE>

it may direct as indemnity against any claim that may be made against the 
corporation with respect to the certificate alleged to have been lost, 
stolen, or destroyed.  

     SECTION 36.    TRANSFERS.

          (a)  Transfers of record of shares of stock of the corporation 
shall be made only upon its books by the holders thereof, in person or by 
attorney duly authorized, and upon the surrender of a properly endorsed 
certificate or certificates for a like number of shares.  

          (b)  The corporation shall have power to enter into and perform any 
agreement with any number of stockholders of any one or more classes of stock 
of the corporation to restrict the transfer of shares of stock of the 
corporation of any one or more classes owned by such stockholders in any 
manner not prohibited by the General Corporation Law of Delaware.       

SECTION 37.    FIXING RECORD DATES.

          (a)  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, the Board of Directors may fix, in advance, a record 
date, which record date shall not precede the date upon which the resolution 
fixing the record date is adopted by the Board of Directors, and which record 
date shall not be more than sixty (60) nor less than ten (10) days before the 
date of such meeting.  If no record date is fixed by the Board of Directors, 
the record date for determining stockholders entitled to notice of or to vote 
at a meeting of stockholders shall be at the close of business on the day 
next preceding the day on which notice is given, or if notice is waived, at 
the close of business on the day next preceding the day on which the meeting 
is held.  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)  Prior to the Initial Public Offering, in order that the corporation 
may determine the stockholders entitled to consent to corporate action in 
writing without a meeting, the Board of Directors may fix a record date, 
which record date shall not precede the date upon which the resolution fixing 
the record date is adopted by the Board of Directors, and which date shall 
not be more than 10 days after the date upon which the resolution fixing the 
record date is adopted by the Board of Directors.  Any stockholder of record 
seeking to have the stockholders authorize or take corporate action by 
written consent shall, by written notice to the Secretary, request the Board 
of Directors to fix a record date.  The Board of Directors shall promptly, 
but in all events within 10 days after the date on which such a request is 
received, adopt a resolution fixing the record date. If no record date has 
been fixed by the Board of Directors within 10 days of the date on which such 
a request is received, 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, its principal place of business 
or an officer or agent of the corporation having custody of the book in which 
proceedings of meetings 


                                     16.

<PAGE>

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 law, the record date 
for determining stockholders entitled to consent to corporate action in 
writing without a meeting shall be at the close of business on the day on 
which the Board of Directors adopts the resolution taking such prior action.

          (c)  In order that the corporation may determine the stockholders 
entitled to receive payment of any dividend or other distribution or 
allotment of any rights or the stockholders 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 record date shall not precede the date upon which the 
resolution fixing the record date is adopted, and which record date shall be 
not more than sixty (60) days prior to such action.  If no record date is 
fixed, the record date for determining stockholders for any such purpose 
shall be at the close of business on the day on which the Board of Directors 
adopts the resolution relating thereto.  

     SECTION 38.    REGISTERED STOCKHOLDERS.  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 
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 VIII

               OTHER SECURITIES OF THE CORPORATION

     SECTION 39.    EXECUTION OF OTHER SECURITIES.  All bonds, debentures and 
other corporate securities of the corporation, other than stock certificates 
(covered in Section 34), may be signed by the Chairman of the Board of 
Directors, the Chief Executive Officer, the President or any Vice President, 
or such other person as may be authorized by the Board of Directors, and the 
corporate seal impressed thereon or a facsimile of such seal imprinted 
thereon and attested by the signature of the Secretary or an Assistant 
Secretary, or the Chief Financial Officer or Treasurer or an Assistant 
Treasurer; PROVIDED, HOWEVER, that where any such bond, debenture or other 
corporate security shall be authenticated by the manual signature, or where 
permissible facsimile signature, of a trustee under an indenture pursuant to 
which such bond, debenture or other corporate security shall be issued, the 
signatures of the persons signing and attesting the corporate seal on such 
bond, debenture or other corporate security may be the imprinted facsimile of 
the signatures of such persons.  Interest coupons appertaining to any such 
bond, debenture or other corporate security, authenticated by a trustee as 
aforesaid, shall be signed by the Treasurer or an Assistant Treasurer of the 
corporation or such other person as may be authorized by the Board of 
Directors, or bear imprinted thereon the facsimile signature of such person.  
In case any officer who shall have signed or attested any bond, debenture or 
other corporate security, or whose facsimile signature shall appear thereon 
or on any such interest coupon, shall have ceased to be such officer before 
the bond, debenture or other corporate 

                                     17.

<PAGE>

security so signed or attested shall have been delivered, such bond, 
debenture or other corporate security nevertheless may be adopted by the 
corporation and issued and delivered as though the person who signed the same 
or whose facsimile signature shall have been used thereon had not ceased to 
be such officer of the corporation.

                            ARTICLE IX

                            DIVIDENDS

     SECTION 40.    DECLARATION OF DIVIDENDS.  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 pursuant to 
law at any regular or special meeting.  Dividends may be paid in cash, in 
property, or in shares of the capital stock, subject to the provisions of the 
Certificate of Incorporation.  

     SECTION 41.    DIVIDEND RESERVE.  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 Board of 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 Board of 
Directors shall think conducive to the interests of the corporation, and the 
Board of Directors may modify or abolish any such reserve in the manner in 
which it was created.  

                            ARTICLE X

                           FISCAL YEAR

     SECTION 42.    FISCAL YEAR.  The fiscal year of the corporation shall be 
fixed by resolution of the Board of Directors.

                            ARTICLE XI

                         INDEMNIFICATION

     SECTION 43.    INDEMNIFICATION OF DIRECTORS, EXECUTIVE OFFICERS, OTHER
                    OFFICERS, EMPLOYEES AND OTHER AGENTS.

          (a)  DIRECTORS AND OFFICERS.  The corporation shall indemnify its 
directors and officers to the fullest extent not prohibited by the Delaware 
General Corporation Law; PROVIDED, HOWEVER, that the corporation may modify 
the extent of such indemnification by individual contracts with its directors 
and executive officers and, PROVIDED, FURTHER, that the corporation shall not 
be required to indemnify any director or officer in connection with any 
proceeding (or part thereof) initiated by such person unless (i) such 
indemnification is expressly required to be made by law, (ii) the proceeding 
was authorized by the Board of Directors of the corporation, (iii) such 
indemnification is provided by the corporation, in its sole discretion, 
pursuant to the


                                     18.

<PAGE>

powers vested in the corporation under the Delaware General Corporation Law 
or (iv) such indemnification is required to be made under subsection (d).

          (b)  EMPLOYEES AND OTHER AGENTS.  The corporation shall have power 
to indemnify its employees and other agents as set forth in the Delaware 
General Corporation Law.

          (c)  EXPENSES.  The corporation shall advance to any person who was 
or is a party or is threatened to be made a party to any threatened, pending 
or completed action, suit or proceeding, whether civil, criminal, 
administrative or investigative, by reason of the fact that he is or was a 
director or officer, of the corporation, or is or was serving at the request 
of the corporation as a director or officer of another corporation, 
partnership, joint venture, trust or other enterprise, prior to the final 
disposition of the proceeding, promptly following request therefor, all 
expenses incurred by any director or officer in connection with such 
proceeding upon receipt of an undertaking by or on behalf of such person to 
repay said amounts if it should be determined ultimately that such person is 
not entitled to be indemnified under this Bylaw or otherwise.

Notwithstanding the foregoing, unless otherwise determined pursuant to 
paragraph (e) of this Bylaw, no advance shall be made by the corporation to 
an officer of the corporation (except by reason of the fact that such officer 
is or was a director of the corporation in which event this paragraph shall 
not apply) in any action, suit or proceeding, whether civil, criminal, 
administrative or investigative, if a determination is reasonably and 
promptly made (i) by the Board of Directors by a majority vote of a quorum 
consisting of directors who were not parties to the proceeding, or (ii) if 
such quorum is not obtainable, or, even if obtainable, a quorum of 
disinterested directors so directs, by independent legal counsel in a written 
opinion, that the facts known to the decision-making party at the time such 
determination is made demonstrate clearly and convincingly that such person 
acted in bad faith or in a manner that such person did not believe to be in 
or not opposed to the best interests of the corporation.

          (d)  ENFORCEMENT.  Without the necessity of entering into an 
express contract, all rights to indemnification and advances to directors and 
officers and officers under this Bylaw shall be deemed to be contractual 
rights and be effective to the same extent and as if provided for in a 
contract between the corporation and the director or officer.  Any right to 
indemnification or advances granted by this Bylaw to a director or officer 
shall be enforceable by or on behalf of the person holding such right in any 
court of competent jurisdiction if (i) the claim for indemnification or 
advances is denied, in whole or in part, or (ii) no disposition of such claim 
is made within ninety (90) days of request therefor.  The claimant in such 
enforcement action, if successful in whole or in part, shall be entitled to 
be paid also the expense of prosecuting his claim.  In connection with any 
claim for indemnification, the corporation shall be entitled to raise as a 
defense to any such action that the claimant has not met the standards of 
conduct that make it permissible under the Delaware General Corporation Law 
for the corporation to indemnify the claimant for the amount claimed.  In 
connection with any claim by an officer of the corporation (except in any 
action, suit or proceeding, whether civil, criminal, administrative or 
investigative, by reason of the fact that such officer is or was a director 
of the corporation) for advances, the corporation shall be entitled to raise 
a defense as to any such


                                     19.

<PAGE>

action clear and convincing evidence that such person acted in bad faith or 
in a manner that such person did not believe to be in or not opposed to the 
best interests of the corporation, or with respect to any criminal action or 
proceeding that such person acted without reasonable cause to believe that 
his conduct was lawful.  Neither the failure of the corporation (including 
its Board of Directors, independent legal counsel or its stockholders) to 
have made a determination prior to the commencement of such action that 
indemnification of the claimant is proper in the circumstances because he has 
met the applicable standard of conduct set forth in the Delaware General 
Corporation Law, nor an actual determination by the corporation (including 
its Board of Directors, independent legal counsel or its stockholders) that 
the claimant has not met such applicable standard of conduct, shall be a 
defense to the action or create a presumption that claimant has not met the 
applicable standard of conduct. 

          (e)  NON-EXCLUSIVITY OF RIGHTS.  The rights conferred on any person 
by this Bylaw shall not be exclusive of any other right which such person may 
have or hereafter acquire under any statute, provision of the Certificate of 
Incorporation, Bylaws, agreement, vote of stockholders or disinterested 
directors or otherwise, both as to action in his official capacity and as to 
action in another capacity while holding office.  The corporation is 
specifically authorized to enter into individual contracts with any or all of 
its directors, officers, employees or agents respecting indemnification and 
advances, to the fullest extent not prohibited by the Delaware General 
Corporation Law.

          (f)  SURVIVAL OF RIGHTS.  The rights conferred on any person by 
this Bylaw shall continue as to a person who has ceased to be a director, 
officer, employee or other agent and shall inure to the benefit of the heirs, 
executors and administrators of such a person.

          (g)  INSURANCE.  To the fullest extent permitted by the Delaware 
General Corporation Law, the corporation, upon approval by the Board of 
Directors, may purchase insurance on behalf of any person required or 
permitted to be indemnified pursuant to this Bylaw.

          (h)  AMENDMENTS.  Any repeal or modification of this Bylaw shall 
only be prospective and shall not affect the rights under this Bylaw in 
effect at the time of the alleged occurrence of any action or omission to act 
that is the cause of any proceeding against any agent of the corporation.

          (i)  SAVING CLAUSE.  If this Bylaw or any portion hereof shall be 
invalidated on any ground by any court of competent jurisdiction, then the 
corporation shall nevertheless indemnify each director and officer to the 
full extent not prohibited by any applicable portion of this Bylaw that shall 
not have been invalidated, or by any other applicable law.

          (j)  CERTAIN DEFINITIONS.  For the purposes of this Bylaw, the 
following definitions shall apply:

               (i)     The term "proceeding" shall be broadly construed 
     and shall include, without limitation, the investigation, preparation,
     prosecution, defense, settlement,


                                     20.

<PAGE>

     arbitration and appeal of, and the giving of testimony in, any 
     threatened, pending or completed action, suit or proceeding, whether 
     civil, criminal, administrative or investigative.

               (ii)    The term "expenses" shall be broadly construed and 
     shall include, without limitation, court costs, attorneys' fees, witness 
     fees, fines, amounts paid in settlement or judgment and any other costs 
     and expenses of any nature or kind incurred in connection with any 
     proceeding.

               (iii)    The term the "corporation" shall include, in addition 
     to the resulting corporation, any constituent corporation (including any 
     constituent of a constituent) absorbed in a consolidation or merger 
     which, if its separate existence had continued, would have had power and 
     authority to indemnify its directors, officers, and employees or agents, 
     so that any person who is or was a director, officer, employee or agent 
     of such constituent corporation, or is or was serving at the request of 
     such constituent corporation as a director, officer, employee or agent 
     of another corporation, partnership, joint venture, trust or other 
     enterprise, shall stand in the same position under the provisions of 
     this Bylaw with respect to the resulting or surviving corporation as he 
     would have with respect to such constituent corporation if its separate 
     existence had continued.

                (iv)    References to a "director," "executive officer," 
     "officer," "employee," or "agent" of the corporation shall include, 
     without limitation, situations where such person is serving at the 
     request of the corporation as, respectively, a director, executive 
     officer, officer, employee, trustee or agent of another corporation, 
     partnership, joint venture, trust or other enterprise.

                (v)     References to "other enterprises" shall include 
     employee benefit plans; references to "fines" shall include any excise 
     taxes assessed on a person with respect to an employee benefit plan; and 
     references to "serving at the request of the corporation" shall include 
     any service as a director, officer, employee or agent of the corporation 
     which imposes duties on, or involves services by, such director, 
     officer, employee, or agent with respect to an employee benefit plan, 
     its participants, or beneficiaries; and a person who acted in good faith 
     and in a manner he reasonably believed to be in the interest of the 
     participants and beneficiaries of an employee benefit plan shall be 
     deemed to have acted in a manner "not opposed to the best interests of 
     the corporation" as referred to in this Bylaw.



                                     21.

<PAGE>

                           ARTICLE XII

                             NOTICES

     SECTION 44.    NOTICES.

          (a)  NOTICE TO STOCKHOLDERS.  Whenever, under any provisions of 
these Bylaws, notice is required to be given to any stockholder, it shall be 
given in writing, timely and duly deposited in the United States mail, 
postage prepaid, and addressed to his last known post office address as shown 
by the stock record of the corporation or its transfer agent.  

          (b)  NOTICE TO DIRECTORS.  Any notice required to be given to any 
director may be given by the method stated in subsection (a), or by 
facsimile, telex or telegram, except that such notice other than one which is 
delivered personally shall be sent to such address as such director shall 
have filed in writing with the Secretary, or, in the absence of such filing, 
to the last known post office address of such director.

          (c)  AFFIDAVIT OF MAILING.  An affidavit of mailing, executed by a 
duly authorized and competent employee of the corporation or its transfer 
agent appointed with respect to the class of stock affected, specifying the 
name and address or the names and addresses of the stockholder or 
stockholders, or director or directors, to whom any such notice or notices 
was or were given, and the time and method of giving the same, shall in the 
absence of fraud, be prima facie evidence of the facts therein contained.  

          (d)  TIME NOTICES DEEMED GIVEN.  All notices given by mail, as 
above provided, shall be deemed to have been given as at the time of mailing, 
and all notices given by facsimile, telex or telegram shall be deemed to have 
been given as of the sending time recorded at time of transmission.

          (e)  METHODS OF NOTICE.  It shall not be necessary that the same 
method of giving notice be employed in respect of all directors, but one 
permissible method may be employed in respect of any one or more, and any 
other permissible method or methods may be employed in respect of any other 
or others.

          (f)  FAILURE TO RECEIVE NOTICE.  The period or limitation of time 
within which any stockholder may exercise any option or right, or enjoy any 
privilege or benefit, or be required to act, or within which any director may 
exercise any power or right, or enjoy any privilege, pursuant to any notice 
sent him in the manner above provided, shall not be affected or extended in 
any manner by the failure of such stockholder or such director to receive 
such notice.

          (g)  NOTICE TO PERSON WITH WHOM COMMUNICATION IS UNLAWFUL.  
Whenever notice is required to be given, under any provision of law or of the 
Certificate of Incorporation or Bylaws of the corporation, to any person with 
whom communication is unlawful, the giving of such notice to such person 
shall not be required and there shall be no duty to apply to any


                                     22.

<PAGE>

governmental authority or agency for a license or permit to give such notice 
to such person.  Any action or meeting which shall be taken or held without 
notice to any such person with whom communication is unlawful shall have the 
same force and effect as if such notice had been duly given.  In the event 
that the action taken by the corporation is such as to require the filing of 
a certificate under any provision of the Delaware General Corporation Law, 
the certificate shall state, if such is the fact and if notice is required, 
that notice was given to all persons entitled to receive notice except such 
persons with whom communication is unlawful.

          (h)  NOTICE TO PERSON WITH UNDELIVERABLE ADDRESS.  Whenever notice 
is required to be given, under any provision of law or the Certificate of 
Incorporation or Bylaws of the corporation, to any stockholder to whom (i) 
notice of two consecutive annual meetings, and all notices of meetings or of 
the taking of action by written consent without a meeting to such person 
during the period between such two consecutive annual meetings, or (ii) all, 
and at least two, payments (if sent by first class mail) of dividends or 
interest on securities during a twelve-month period, have been mailed 
addressed to such person at his address as shown on the records of the 
corporation and have been returned undeliverable, the giving of such notice 
to such person shall not be required.  Any action or meeting which shall be 
taken or held without notice to such person shall have the same force and 
effect as if such notice had been duly given.  If any such person shall 
deliver to the corporation a written notice setting forth his then current 
address, the requirement that notice be given to such person shall be 
reinstated.  In the event that the action taken by the corporation is such as 
to require the filing of a certificate under any provision of the Delaware 
General Corporation Law, the certificate need not state that notice was not 
given to persons to whom notice was not required to be given pursuant to this 
paragraph.  

                           ARTICLE XIII

                            AMENDMENTS

     SECTION 45.    AMENDMENTS.  Subject to paragraph (h) of Section 43 of 
the Bylaws, the Bylaws may be altered or amended or new Bylaws adopted by the 
affirmative vote of at least sixty-six and two-thirds percent (66-2/3%) of 
the voting power of all of the then-outstanding shares of the Voting Stock.  
The Board of Directors shall also have the power to adopt, amend, or repeal 
Bylaws.

                           ARTICLE XIV

                        LOANS TO OFFICERS

     SECTION 46.    LOANS TO OFFICERS.  The corporation may lend money to, or 
guarantee any obligation of, or otherwise assist any officer or other 
employee of the corporation or of its subsid-iaries, including any officer or 
employee who is a Director of the corporation or its subsidiaries, whenever, 
in the judgment of the Board of Directors, such loan, guarantee or assistance 
may reasonably be expected to benefit the corporation.  The loan, guarantee 
or other assistance may be with or without interest and may be unsecured, or 
secured in such manner as


                                     23.

<PAGE>

the Board of Directors shall approve, including, without limitation, a pledge 
of shares of stock of the corporation.  Nothing in these Bylaws  shall be 
deemed to deny, limit or restrict the powers of guaranty or warranty of the 
corporation at common law or under any statute.  

                            ARTICLE XV

                          MISCELLANEOUS

     SECTION 47.    ANNUAL REPORT.

          (a)  Subject to the provisions of paragraph (b) of this Bylaw, the 
Board of Directors shall cause an annual report to be sent to each 
stockholder of the corporation not later than one hundred twenty (120) days 
after the close of the corporation's fiscal year.  Such report shall include 
a balance sheet as of the end of such fiscal year and an income statement and 
statement of changes in financial position for such fiscal year, accompanied 
by any report thereon of independent accounts or, if there is no such report, 
the certificate of an authorized officer of the corporation that such 
statements were prepared without audit from the books and records of the 
corporation.  When there are more than 100 stockholders of record of the 
corporation's shares, as determined by Section 605 of the California 
Corporations Code, additional information as required by Section 1501(b) of 
the California Corporations Code shall also be contained in such report, 
provided that if the corporation has a class of securities registered under 
Section 12 of the 1934 Act, that Act shall take precedence.  Such report 
shall be sent to stockholders at least fifteen (15) days prior to the next 
annual meeting of stockholders after the end of the fiscal year to which it 
relates.

          (b)  If and so long as there are fewer than 100 holders of record 
of the corporation's shares, the requirement of sending of an annual report 
to the stockholders of the corporation is hereby expressly waived.


                                     24.

<PAGE>

                        TABLE OF CONTENTS

                                                             PAGE
                                                             ----
ARTICLE I

OFFICES. . . . . . . . . . . . . . . . . . . . . . . . . . . .  1
     Section 1.     Registered Office. . . . . . . . . . . . .  1
     Section 2.     Other Offices. . . . . . . . . . . . . . .  1

ARTICLE II

CORPORATE SEAL . . . . . . . . . . . . . . . . . . . . . . . .  1
     Section 3.     Corporate Seal . . . . . . . . . . . . . .  1

ARTICLE III

STOCKHOLDERS' MEETINGS . . . . . . . . . . . . . . . . . . . .  1
     Section 4.     Place of Meetings. . . . . . . . . . . . .  1
     Section 5.     Annual Meeting . . . . . . . . . . . . . .  1
     Section 6.     Special Meetings . . . . . . . . . . . . .  3
     Section 7.     Notice of Meetings . . . . . . . . . . . .  4
     Section 8.     Quorum . . . . . . . . . . . . . . . . . .  4
     Section 9.     Adjournment and Notice of Adjourned 
                    Meetings . . . . . . . . . . . . . . . . .  5
     Section 10.    Voting Rights. . . . . . . . . . . . . . .  5
     Section 11.    Joint Owners of Stock. . . . . . . . . . .  5
     Section 12.    List of Stockholders . . . . . . . . . . .  5
     Section 13.    Action Without Meeting . . . . . . . . . .  6
     Section 14.    Organization . . . . . . . . . . . . . . .  6

ARTICLE IV

DIRECTORS. . . . . . . . . . . . . . . . . . . . . . . . . . .  7
     Section 15.    Number and Term of Office. . . . . . . . .  7
     Section 16.    Powers . . . . . . . . . . . . . . . . . .  7
     Section 17.    Classes of Directors.. . . . . . . . . . .  7
     Section 18.    Vacancies. . . . . . . . . . . . . . . . .  8
     Section 19.    Resignation. . . . . . . . . . . . . . . .  8
     Section 20.    Removal. . . . . . . . . . . . . . . . . .  8
     Section 21.    Meetings . . . . . . . . . . . . . . . . .  8
            (a)     Annual Meetings. . . . . . . . . . . . . .  8
            (b)     Regular Meetings . . . . . . . . . . . . .  9
            (c)     Special Meetings . . . . . . . . . . . . .  9
            (d)     Telephone Meetings . . . . . . . . . . . .  9
            (e)     Notice of Meetings . . . . . . . . . . . .  9


                                   i.

<PAGE>
                        TABLE OF CONTENTS
                            (CONTINUED)

                                                             PAGE
                                                             ----

            (f)     Waiver of Notice . . . . . . . . . . . . .  9
     Section 22.    Quorum and Voting. . . . . . . . . . . . .  9
     Section 23.    Action Without Meeting . . . . . . . . . . 10
     Section 24.    Fees and Compensation. . . . . . . . . . . 10
     Section 25.    Committees . . . . . . . . . . . . . . . . 10
            (a)     Executive Committee. . . . . . . . . . . . 10
            (b)     Other Committees . . . . . . . . . . . . . 11
            (c)     Term . . . . . . . . . . . . . . . . . . . 11
            (d)     Meetings . . . . . . . . . . . . . . . . . 11
     Section 26.    Organization . . . . . . . . . . . . . . . 12

ARTICLE V

OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
     Section 27.    Officers Designated. . . . . . . . . . . . 12
     Section 28.    Tenure and Duties of Officers. . . . . . . 12
            (a)     General. . . . . . . . . . . . . . . . . . 12
            (b)     Duties of Chairman of the Board of 
                    Directors. . . . . . . . . . . . . . . . . 12
            (c)     Duties of Chief Executive Officer. . . . . 12
            (d)     Duties of President. . . . . . . . . . . . 13
            (e)     Duties of Vice Presidents. . . . . . . . . 13
            (f)     Duties of Secretary  . . . . . . . . . . . 13
            (g)     Duties of Chief Financial Officer. . . . . 13
     Section 29.    Delegation of Authority. . . . . . . . . . 14
     Section 30.    Resignations . . . . . . . . . . . . . . . 14
     Section 31.    Removal. . . . . . . . . . . . . . . . . . 14

ARTICLE VI

EXECUTION OF CORPORATE INSTRUMENTS AND VOTING
OF SECURITIES OWNED BY THE CORPORATION . . . . . . . . . . . . 14
     Section 32.    Execution of Corporate Instruments . . . . 14
     Section 33.    Voting of Securities Owned by the 
                    Corporation. . . . . . . . . . . . . . . . 15

ARTICLE VII

SHARES OF STOCK. . . . . . . . . . . . . . . . . . . . . . . . 15
     Section 34.    Form and Execution of Certificates . . . . 15
     Section 35.    Lost Certificates. . . . . . . . . . . . . 15



                                 ii.

<PAGE>

                        TABLE OF CONTENTS
                            (CONTINUED)

                                                             PAGE
                                                             ----

     Section 36.    Transfers. . . . . . . . . . . . . . . . . 17
     Section 37.    Fixing Record Dates. . . . . . . . . . . . 17
     Section 38.    Registered Stockholders. . . . . . . . . . 18

ARTICLE VIII

OTHER SECURITIES OF THE CORPORATION. . . . . . . . . . . . . . 18
     Section 39.    Execution of Other Securities. . . . . . . 18

ARTICLE IX

DIVIDENDS. . . . . . . . . . . . . . . . . . . . . . . . . . . 19
     Section 40.    Declaration of Dividends . . . . . . . . . 19
     Section 41.    Dividend Reserve . . . . . . . . . . . . . 19

ARTICLE X

FISCAL YEAR. . . . . . . . . . . . . . . . . . . . . . . . . . 19
     Section 42.    Fiscal Year. . . . . . . . . . . . . . . . 19

ARTICLE XI

INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . . . . . 19
     Section 43.    Indemnification of Directors, Executive 
                    Officers, Other Officers, Employees and 
                    Other Agents . . . . . . . . . . . . . . . 19
            (a)     Directors and Officers . . . . . . . . . . 19
            (b)     Employees and Other Agents . . . . . . . . 20
            (c)     Expenses . . . . . . . . . . . . . . . . . 20
            (d)     Enforcement  . . . . . . . . . . . . . . . 20
            (e)     Non-Exclusivity of Rights  . . . . . . . . 21
            (f)     Survival of Rights . . . . . . . . . . . . 21
            (g)     Insurance. . . . . . . . . . . . . . . . . 21
            (h)     Amendments . . . . . . . . . . . . . . . . 21
            (i)     Saving Clause. . . . . . . . . . . . . . . 21
            (j)     Certain Definitions. . . . . . . . . . . . 21

ARTICLE XII

NOTICES. . . . . . . . . . . . . . . . . . . . . . . . . . . . 22



                                    iii.


<PAGE>
                        TABLE OF CONTENTS
                            (CONTINUED)

                                                             PAGE
                                                             ----

     Section 44.    Notices. . . . . . . . . . . . . . . . . . 22
            (a)     Notice to Stockholders . . . . . . . . . . 22
            (b)     Notice to directors. . . . . . . . . . . . 23
            (c)     Affidavit of Mailing . . . . . . . . . . . 23
            (d)     Time Notices Deemed Given. . . . . . . . . 23
            (e)     Methods of Notice. . . . . . . . . . . . . 23
            (f)     Failure to Receive Notice. . . . . . . . . 23
            (g)     Notice to Person with Whom Communication Is 
                    Unlawful . . . . . . . . . . . . . . . . . 23
            (h)     Notice to Person with Undeliverable 
                    Address. . . . . . . . . . . . . . . . . . 23

ARTICLE XIII

AMENDMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . 24
     Section 45.    Amendments . . . . . . . . . . . . . . . . 24

ARTICLE XIV

LOANS TO OFFICERS. . . . . . . . . . . . . . . . . . . . . . . 24
     Section 46.    Loans to Officers. . . . . . . . . . . . . 24

ARTICLE XV

MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . 24
     Section 47.    Annual Report. . . . . . . . . . . . . . . 24



                                  iv.