AMENDED AND RESTATED BYLAWS
                                       OF
                                   CCAIR, INC.

                            (A DELAWARE CORPORATION)

                                TABLE OF CONTENTS
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ARTICLE I.            OFFICES

                      Section 1.1       Registered Office.........................................................1
                      Section 1.2       Other Offices.............................................................1

ARTICLE II.           MEETINGS OF STOCKHOLDERS

                      Section 2.1       Place of Meetings.........................................................1
                      Section 2.2       Annual Meetings ..........................................................1
                      Section 2.3       Special Meetings .........................................................3
                      Section 2.4       Notice of Meetings .......................................................3
                      Section 2.5       List of Shareholders .....................................................4
                      Section 2.6       Quorum ...................................................................4
                      Section 2.7       Adjournment and Notice of Adjourned Meetings .............................4
                      Section 2.8       Voting Rights ............................................................5
                      Section 2.9       Joint Owners of Stock ....................................................5
                      Section 2.10      Action Without Meeting ...................................................5
                      Section 2.11      Procedures for Meetings ..................................................5

ARTICLE III.          DIRECTORS

                      Section 3.1       Number and Term of Office ................................................6
                      Section 3.2       Vacancies ................................................................6
                      Section 3.3       Powers ...................................................................7
                      Section 3.4       Resignation ..............................................................7
                      Section 3.5       Meetings .................................................................7
                      Section 3.6       Quorum ...................................................................8
                      Section 3.7       Action Without Meeting ...................................................8
                      Section 3.8       Committees ...............................................................8
                      Section 3.9       Compensation of Directors= ...............................................9
                      Section 3.10      Removal of Directors .....................................................9

ARTICLE IV.           OFFICERS

                      Section 4.1       Officers Designated .....................................................10

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                      Section 4.2       Tenure in Office ........................................................10
                      Section 4.3       Duties of Officers ......................................................10
                      Section 4.4       Resignations ............................................................12
                      Section 4.5       Removal .................................................................12

ARTICLE V.            CERTIFICATES OF STOCK

                      Section 5.1       Form and Execution of Certificates ......................................12
                      Section 5.2       Lost Certificates .......................................................12
                      Section 5.3       Transfer of Stock .......................................................13
                      Section 5.4       Fixing Record Date ......................................................13
                      Section 5.5       Registered Stockholders .................................................13

ARTICLE VI.           INDEMNIFICATION

                      Section 6.1       Indemnification of Directors, Executive Officers, Other
                                        Officers, Employees and Other Agents.....................................13
                      Section 6.2       Non-Exclusivity of Rights ...............................................15
                      Section 6.3       Survival of Rights ......................................................15
                      Section 6.4       Insurance ...............................................................15
                      Section 6.5       Amendments ..............................................................15
                      Section 6.6       Saving Clause ...........................................................15
                      Section 6.7       Certain Definitions .....................................................16

ARTICLE VII.          GENERAL PROVISIONS

                      Section 7.1       Dividends ...............................................................16
                      Section 7.2       Annual Statement ........................................................17
                      Section 7.3       Checks ..................................................................17
                      Section 7.4       Fiscal Year .............................................................17
                      Section 7.5       Seal ....................................................................17

ARTICLE VIII.AMENDMENTS

                      Section 8.1       ..........................................................................17


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                           AMENDED AND RESTATED BYLAWS
                                       OF
                                   CCAIR, INC.


                                    ARTICLE I

                                     OFFICES

   
         Section 1.1.  Registered  Office. The registered office shall be in the
City of Wilmington, County of New Castle, State of Delaware.

         Section 1.2. Other Offices. The corporation may also have offices at
such other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the corporation may
require.
    

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

   
         Section 2.1. Place of Meetings. All meetings of the stockholders for
the election of directors shall be held in the City of Charlotte, State of North
Carolina, at such place as may be fixed from time to time by the Board of
Directors, or at such other place either within or without the State of Delaware
as shall be designated from time to time by the Board of Directors and stated in
the notice of the meeting. Meetings of stockholders for any other purpose may be
held at such time and place, within or without the State of Delaware, as shall
be stated in the notice of the meeting or in a duly executed waiver of notice
thereof.

         Section 2.2.  Annual Meetings.

         (a) Annual meetings of stockholders shall be held on such date and time
as shall be  designated  from  time to time by the  Board of  Directors  for the
purposes of election of  directors  and for such other  business as may lawfully
come before it.

         (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: (i) specified in
the notice of meeting (or any supplement thereto) given by or at the direction
of the Board of Directors, (ii) otherwise properly brought before the meeting by
or at the direction of the Board of Directors, or (iii) otherwise properly
brought before the 


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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 one
hundred  and  twentieth  (120th)  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  stockholder
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 a 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 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 2.2. 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

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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 2.2.  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 2.2, "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 1934 Act.

         Section 2.3.  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 President, (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 fifty
percent (50%) of the votes at such 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 telegraphic or other facsimile
transmission to the Chairman of the Board of Directors, the President, or the
Secretary of the corporation. No business may be transacted at such special
meeting otherwise than specified in such notice. The Board of Director 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


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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  2.4 of these  Bylaws.  If the  notice is not given  (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 2.4. 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 meeting in all respects as if due notice
thereof had been given.
    


   
         Section 2.5. List of Shareholders. The officer who has charge of the
stock ledger of the corporation shall prepare and make, at least ten days before
every meeting of stockholders, a complete list of the stockholders entitled to
vote at the meeting, arranged in alphabetical order, and showing the address of
each stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder, for
any purpose germane to the meeting, during ordinary business hours, for a period
of at least ten days prior to the meeting, either at a place within the city
where the meeting is to be held, which place shall be specified in the notice of
the meeting, or, if not so specified, at the place where the meeting is to be
held. The list shall also be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any stockholder
who is present.
    


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<PAGE>


   
         Section 2.6. Quorum. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute, or by the
Certificate of Incorporation or these Bylaws. 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 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, the affirmative vote of the majority (plurality, in the case of
the election 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 2.7. Adjournment and Notice of Adjourned Meetings. If, however,
such quorum shall not be present or represented at any meeting of the
stockholders, the stockholders entitled to vote thereat, present in person or
represented by proxy, shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At such adjourned meeting at which a quorum shall be
present or represented any business may be transacted which might have been
transacted at the meeting as originally notified. If the adjournment is for more
than thirty days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting will be given to each
stockholder of record entitled to vote at the meeting.
    

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<PAGE>

   
         Section  2.8.  Voting  Rights.   Unless   otherwise   provided  in  the
Certificate of Incorporation, each stockholder in whose name shares stand on the
stock records of the  corporation on the record date, as provided in Section 2.5
of these Bylaws,  shall at every meeting of the  stockholders be entitled to one
vote in person or by proxy for each share of the  capital  stock  having  voting
power held by such stockholder, but no proxy shall be voted on after three years
from its date, unless the proxy provides for a longer period.

         Section 2.9. 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 clause (c) above shall be a majority or even-split in interest.

         Section 2.10  Action Without Meeting.

         (a) Unless otherwise provided in the Certificate of Incorporation, any
action required to be taken at any annual or special meeting of stockholders of
the corporation, or any action which may be taken at any annual or special
meeting of such 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. 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.

         (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. 


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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.

         Section 2.11.  Procedures for Meetings.

         (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 President,
or, if the President is absent, one of the vice presidents of the corporation,
in sequence by seniority, present in person, shall act as chairman. The
Secretary, or, in his absence, an Assistant Secretary directed to do so by the
President, 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 III

                                    DIRECTORS

   
         Section 3.1.  Number and Term of Office.  The number of directors which
shall  constitute  the whole board shall be fixed by  resolution of the Board of
Directors  from time to time.  The  directors  shall be  elected  at the  annual
meeting  of the  stockholders,  except  as  provided  in  Section  3.2 of  these
Bylawsthis  Article,  and each  director  elected  shall hold  office  until his
successor is elected and qualified. Directors need not be stockholders.

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         Section 3.2. Vacancies. Vacancies and newly created directorships
resulting from any increase in the authorized number of directors may be filled
by a majority of the directors then in office, though less than a quorum, or by
a sole remaining director, and the directors so chosen shall hold office until
the next annual election and until their successors are duly elected and shall
qualify, unless sooner displaced. If there are no directors in office, then an
election of directors may be held in the manner provided by statute. If, at the
time of filling any vacancy or any newly created directorship, the directors
then in office shall constitute less than a majority of the whole board (as
constituted immediately prior to any such increase), the Court of Chancery may,
upon application of any stockholder or stockholders holding at least ten percent
of the total number of shares at the time outstanding having the right to vote
for such directors, summarily order an election to be held to fill any such
vacancies or newly created directorships, or to replace the directors chosen by
the directors then in office.

         Section 3.3. Powers. The business of the corporation shall be managed
by or under the direction of its Board of Directors which may exercise all such
powers of the corporation and do all such lawful acts and things as are not by
statute or by the Certificate of Incorporation or by these Bylaws directed or
required to be exercised or done by the stockholders.

         Section 3.4. 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 be 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 3.5.   Meetings.

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

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

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

         (d) Special  meetings of the Board of Directors may be held at any time
or place within or without the State of Delaware whenever called by the Chairman
of the board, the President or any two of the directors.

         (e) Members of the Board of Directors, or of any committee designated
by the Board of Directors, may participate in a meeting of the Board of
Directors, or any committee, by means of conference telephone or similar
communications equipment such that all person participating in the meeting can
hear each other, and such participation in a meeting shall constitute presence
in person at the meeting.

         (f) Notice of the time and place of all special meetings of the Board
of Directors shall be given 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 five (5) business 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.

         (g) 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.


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         Section 3.6.  Quorum.

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

         (b) 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 3.7. 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 or committee, as the
case may be, consent  thereto in writing,  and the writing or writings are filed
with the minutes of proceedings of the board or committee.
    

   
         Section 3.8.  Committees.

         (a) 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.

         (b) Any such committee, to the extent provided in the resolution of the
Board of Directors, shall have and may exercise all the powers and authority of
the Board of Directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require it; but no such committee shall have the power or
authority in reference to amending the Certificate of Incorporation, adopting an
agreement of merger or consolidation, recommending to the stockholders the sale,
lease or


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exchange of all or substantially all of the  corporation=s  property and assets,
recommending  to  the  stockholders  a  dissolution  of  the  corporation  or  a
revocation of a  dissolution,  or amending the Bylaws of the  corporation;  and,
unless the resolution or the Certificate of Incorporation  expressly so provide,
no such committee  shall have the power or authority to declare a dividend or to
authorize the issuance of stock.  Such  committee or committees  shall have such
name or names as may be determined  from time to time by  resolution  adopted by
the Board of Directors.

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

         (d) 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 paragraphs (a)
or (b) above 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.
    

   
         Section 3.9. Compensation of Directors=. Unless otherwise restricted
by the Certificate of Incorporation or these Bylaws, the Board of Directors
shall have the authority to fix the compensation of directors. The directors may
be paid their expenses, if any, of attendance at each meeting of the Board of
Directors and may be paid a fixed sum for attendance at each meeting of the
Board of Directors or a stated salary as director. No such payment shall
preclude any director from serving the corporation in any other capacity and
receiving compensation therefore. Members of special or standing committees may
be allowed like compensation for attending committee meetings.
    

   
         Section 3.10 Removal of Directors.  Unless otherwise  restricted by the
Certificate of Incorporation  or these Bylaws,  any director or the entire Board
of Directors may be removed, with or without cause, by the holders of a majority
of shares entitled to vote at an election of directors.
    

                                       11

<PAGE>


   
                                   ARTICLE IV
    

                                    OFFICERS

   
         Section 4.1. Officers Designated. The officers of the corporation shall
include, if and whenbe chosen by the Board of Directors, and shall be a Chairman
of the Board, pPresident and Chief Executive Officer, a vice-president, a
secretary and a treasurer. The Board of Directors may also choose additional
vice-presidents, and one or more assistant secretaries and assistant treasurers.
Any number of offices may be held by the same person, unless the Certificate of
Incorporation or these Bylaws otherwise provide.
    

         The Board of Directors at its first meeting  after each annual  meeting
of  stockholders  shall  choose  a  president,  one or more  vice-presidents,  a
secretary and a treasurer.

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

         The  salaries of all officers  and agents of the  corporation  shall be
fixed by the Board of Directors.

   
         Section 4.2. Tenure in Office. The officers of the corporation shall
hold office at the pleasure of the Board of Directors and until their successors
are chosen and qualify, unless sooner removed. Any officer elected or appointed
by the Board of Directors may be removed at any time by the affirmative vote of
a majority of the Board of Directors. Any vacancy occurring in any office of the
corporation shall be filled by the Board of Directors.
    

                                       12

<PAGE>

   
         Section 4.3.  Duties of Officers.

         (a) 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. If there is no President, then the Chairman
of the Board of Directors shall also serve as the chief executive officer of the
corporation and shall have the powers and duties prescribed in paragraph (b) of
this Section 4.3.

         (b) Duties of President. The president shall be the chief executive
officer of the corporation, shall preside at all meetings of the stockholders
and the Board of Directors, unless the Chairman of the Board has been appointed
and is present, shall have general and active management of the business of the
corporation and shall see that all orders and resolutions of the Board of
Directors are carried into effect.
    

         He shall execute bonds, mortgages and other contracts requiring a seal,
under the seal of the corporation,  except where required or permitted by law to
be otherwise  signed and  executed  and except  where the signing and  execution
thereof  shall be  expressly  delegated  by the Board of Directors to some other
officer or agent of the corporation.

         
   
         (c) Duties of the Vice-Presidents. In the absence of the
president or in the event of his inability or refusal to act, the vice-president
(or in the event there be more than one vice-president, the vice-presidents in
the order designated by the directors, or in the absence of any designation,
then in the order of their election) shall perform the duties of the president,
and when so acting, shall have all the powers of and be subject to all the
restrictions upon the president. The vice-presidents shall perform such other
duties and have such other powers as the Board of Directors or the president may
from time to time prescribe.
    

             
   
         (d) Duties of the Secretary. The secretary shall attend all meetings of
the Board of Directors and all meetings of the  stockholders  and record all the
proceedings of the meetings of the  corporation and of the Board of Directors in
a book to be kept for  that  purpose  and  shall  perform  like  duties  for the
standing  committees when required.  He shall give, or cause to be given, notice
of all  meetings  of the  stockholders  and  special  meetings  of the  Board of
Directors, and shall perform such other duties as may be prescribed by the Board
of Directors or president,  under whose  supervision  he shall be. He shall have
custody  of the  corporate  seal  of the  corporation  and he,  or an  assistant
secretary, shall have authority to affix the same to any

                                       13

<PAGE>


instrument requiring it and when so affixed, it may be attested by his signature
or by the signature of such assistant secretary. The Board of Directors may give
general  authority to any other officer to affix the seal of the corporation and
to attest the affixing by his signature.

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

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

         He shall disburse the funds of the corporation as may be ordered by the
Board of Directors,  taking proper  vouchers for such  disbursements,  and shall
render to the president and the Board of Directors,  at its regular meetings, or
when the Board of Directors so requires,  an account of all his  transactions as
treasurer and of the financial condition of the corporation.

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

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

         Section 4.4. Resignations. Any officer may resign at any time by giving
written notice to the Board of Directors or to the President 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,

                                       14

<PAGE>

of the corporation under any contract with the resigning officer.

         Section 4.5. 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.
The rights of an officer so removed shall be specified in a contract between the
corporation and the officer.
    

                                   ARTICLE VI

                              CERTIFICATES OF STOCK

   
         Section 5.1. Form and Execution of Certificates. Every holder of stock
in the corporation shall be entitled to have a certificate, signed by, or in the
name of the corporation by, the chairman or vice-chairman of the Board of
Directors, or the president or a vice-president, and the treasurer or an
assistant treasurer, or the secretary or an assistant secretary of the
corporation, certifying the number of shares owned by him in the corporation.
Section 2. Any of or all of the signatures on the certificate may be facsimile.
In case any officer, transfer agent or registrar who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased to be
such officer, transfer agent or registrar before such certificate is issued, it
may be issued by the corporation with the same effect as if 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 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 respect to this section a
statement that the corporation will furnish without 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
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 5.2. Lost Certificates. The Board of Directors may direct a new
certificate  or  certificates  to be  issued  in  place  of any  certificate  or
certificates  theretofore  issued by the corporation  alleged to have been lost,
stolen or  destroyed,  upon the making of an affidavit of the fact by the person
claiming  the  certificate  of stock  to be  lost,  stolen  or  destroyed.  When

                                       15

<PAGE>

authorizing  such  issue of a new  certificate  or  certificates,  the  Board of
Directors may, in its  discretion  and as a condition  precedent to the issuance
thereof,  require the owner of such lost,  stolen or  destroyed  certificate  or
certificates, or his legal representative,  to advertise the same in such manner
as it  shall  require  or to give the  corporation  a bond in such sum as 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 5.3.  Transfer of Stock.  Upon surrender to the  corporation or
the transfer agent of the  corporation of a certificate for shares duly endorsed
or  accompanied by proper  evidence of  succession,  assignation or authority to
transfer,  it shall be the duty of the corporation to issue a new certificate to
the  person  entitled  thereto,  cancel  the  old  certificate  and  record  the
transaction upon its books.  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 5.4. Fixing Record Date. In order that the corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board of Directors may fix, in
advance, a record date, which shall not be more than sixty nor less than ten
days before the date of such meeting, nor more than sixty days prior to any
other action. A determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors fix a new record date
for the adjourned meeting.
    


   
         Section 5.5. 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 to hold
liable for calls and  assessments a person  registered on its books as the owner
of shares,  and shall not be bound to recognize  any equitable or other claim to
or interest in such share or shares on the part of any other person,  whether or
not it shall have express or other notice thereof,  except as otherwise provided
by the laws of Delaware.
    


                                   ARTICLE VII


                                       16

<PAGE>


                                 INDEMNIFICATION

   

         Section 6.1.  Indemnification Of Directors,  Executive Officers,  Other
Officers, Employees And Other Agents.

         (a) Directors And Executive Officers. The corporation shall indemnify
its directors and executive officers (for the purposes of this Article XI,
"executive officers shall have the meaning defined in Rule 3b-7 promulgated
under the 1934 Act)] 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 executive 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 powers vested in the corporation under the Delaware General Corporation
Law or (iv) such indemnification is required to be made under subsection (d).

         (b) Other Officers, Employees And Other Agents. The corporation shall
have power to indemnify its other officers, 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 executive
officer, of the corporation, or is or was serving at the request of the
corporation as a director or executive 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 executive 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
executive officer of the corporation (except by reason of the fact that such
executive 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

                                       17

<PAGE>


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 executive
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 executive officer. Any right to indemnification
or advances granted by this Bylaw to a director or executive 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 executive officer of
the corporation (except in any action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that such
executive officer is or was a director of the corporation) for advances, the
corporation shall be entitled to raise a defense as to any such 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. In any suit
brought by a director or executive officer to enforce a right to indemnification
or to an advancement of expenses, under this Article XI or otherwise shall be on
the corporation.

         Section 6.2. 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.

         Section 6.3. 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


                                       18

<PAGE>


inure to the benefit of the heirs, executors and administrator of such a person.

         Section 6.4. 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.

         Section 6.5. 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.

         Section 6.6. 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.

         Section 6.7. Certain  Definitions.  For the purposes of this Bylaw, the
following definitions shall apply:

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

         (b) 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.

         (c) 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.

         (d) References to a "director," "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,
officer, employee, trustee or agent of another corporation, partnership, joint
venture, trust or other enterprise.


                                       19

<PAGE>




         (e) 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.
    



                                  ARTICLE VIII

                               GENERAL PROVISIONS


   
         Section 7.1.  Dividends.

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

         (b) Before  payment of any dividend,  there may be set aside out of any

                                       20

<PAGE>

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

   
         Section 7.2. Annual Statement. The Board of Directors shall present at
each annual meeting, and at any special meeting of the stockholders when called
for by vote of the stockholders, a full and clear statement of the business and
condition of the corporation.
    

                 
   

         Section  7.3.  Checks.  All checks or demand for money and notes of the
corporation  shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.
    


   

         Section 7.4. Fiscal Year. The fiscal year of the  corporation  shall be
fixed by resolution of the Board of Directors.
    


   
         Section 7.5. Seal. The corporate seal shall have inscribed thereon the
name of the corporation, the year of its organization and the words "Corporate
Seal, Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

                                  ARTICLE VIII
    

                                   AMENDMENTS

   
         Section 8.1. These Bylaws may be altered, amended or repealed or new
Bylaws may be adopted by the stockholders or by the Board of Directors, when
such power is conferred upon by the Board of Directors by the Certificate of
Incorporation at any regular meeting of the stockholders or of the Board of
Directors or at any special meeting of the stockholders or of the Board of
Directors if notice of such alteration, amendment, repeal or adoption of new
Bylaws be contained in the notice of such special meeting. If the power to
adopt, amend or repeal Bylaws is conferred upon the Board of Directors by the
Certificate of Incorporation it shall not divest or limit the power of the
stockholders to adopt, amend or repeal Bylaws.
    


                                       21