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                                                                     EXHIBIT 3.2


                           AMENDED AND RESTATED BYLAWS

                                       OF

                             ENCORE WIRE CORPORATION

                                   ----------

                                   ARTICLE I.

                                     OFFICES

         Section 1. The registered office of the corporation shall be in the
City of Wilmington, County of New Castle, State of Delaware.

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

                                   ARTICLE II.

                            MEETINGS OF STOCKHOLDERS

         Section 1. All meetings of the stockholders for the election of
directors shall be held in the City of Dallas, State of Texas, 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. Annual meetings of stockholders shall be held on the first
Tuesday in April, if not a legal holiday, and if a legal holiday, then on the
next secular day following, at nine o'clock a.m., or at such other date and time
as shall be designated from time to time by the Board of Directors and stated in
the notice of the meeting, at which they shall elect by a plurality vote a Board
of Directors, and transact such other business as may properly be brought before
the meeting.

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

         Section 4. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before each annual 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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         Section 5. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the president or the vice chairman and shall be
called by the president, the vice chairman or secretary at the request in
writing of a majority of the Board of Directors, or at the request in writing of
stockholders owning a majority in amount of the entire capital stock of the
corporation issued and outstanding and entitled to vote. Such request shall
state the purpose or purposes of the proposed meeting.

         Section 6. Written notice of a special meeting stating the place, date
and hour of the meeting and the purpose or purposes for which the meeting is
called, shall be given not less than ten nor more than sixty days before the
date of the meeting, to each stockholder entitled to vote at such meeting.

         Section 7. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.

         Section 8. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
certificate of incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting, at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.

         Section 9. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the certificate of incorporation, a different vote is required, in which case
such express provision shall govern and control the decision of such question.

         Section 10. Each stockholder shall at every meeting of the stockholders
be entitled to one vote in person or by proxy for each share of the capital
stock having voting power held by a such stockholder, but no proxy shall be
voted after three years from its date, unless the proxy provides for a longer
period.

         Section 11. Whenever the vote of stockholders at a meeting thereof is
required or permitted to be taken for or in connection with any corporate
action, by any provision of the statutes, the meeting and vote of stockholders
may be dispensed with if all of the stockholders who would have been entitled to
vote upon the action if such meeting were held shall consent in writing to such
corporate action being taken; or if the certificate of incorporation authorizes
the action to be taken with the written consent of the holders of less than all
of the stock who would have been entitled to vote upon the action if a meeting
were held, then on the written consent of the stockholders having not less than
such percentage of the number of votes as may be authorized in the certificate
of incorporation; provided that in no case shall the written consent be by the
holders of stock having less than the minimum percentage of the vote required by
statute for the proposed corporate action, and provided that prompt notice must
be given to all stockholders of the taking of corporate action without a meeting
and by less than unanimous consent.



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                                  ARTICLE III.

                                    DIRECTORS

         Section 1. The number of directors which shall constitute the whole
board shall be eight (8). The directors shall be elected at the annual meeting
of the stockholders, except as provided in Section 2 of this Article, and each
director elected shall hold office until his successor is elected and qualified.
Directors need not be stockholders.

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

                       MEETINGS OF THE BOARD OF DIRECTORS

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

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

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

         Section 7. Special meetings of the Board of Directors may be called by
the president or the vice chairman on twenty-four hours notice to each director,
either personally or by mail or by telegram; special meetings shall be called by
the president, vice chairman or secretary in like manner and on like notice on
the written request of two directors.

         Section 8. At all meetings of the Board of Directors a majority of the
directors shall constitute a quorum for the transaction of business and the act
of a majority of the directors present at any meeting at which there is a
quorum, shall be the act of the Board of Directors, except as may 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.



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         Section 9. 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 10. The members of the Board of Directors or any committee
thereof may participate in a meeting of such board or committee utilizing
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other and such participation
shall constitute presence in person at such meeting.

                             COMMITTEES OF DIRECTORS

         Section 11. 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 two 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. Any
such committee, to the extent provided in the resolution, shall have and may
exercise the powers 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; provided, however, that in the
absence or disqualification of any member of such committee or committees 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. 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.

         Section 12. Each committee shall keep regular minutes of its meetings
and report the same to the Board of Directors when required.

                            COMPENSATION OF DIRECTORS

         Section 13. 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 a
director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                                   ARTICLE IV.

                                     NOTICES

         Section 1. Whenever, under the provisions of the statutes or of the
certificate of incorporation or of these bylaws, notice is required to be given
to any director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or stockholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to directors may also be given by prepaid telegram.



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

                                   ARTICLE V.

         Section 1. Elected Officers. The officers of the corporation shall be
chosen by the Board of Directors and shall be a chairman of the Board of
Directors, a president, one or more vice presidents, a secretary and a
treasurer. The officers of the corporation may also include a vice chairman, who
shall be chosen by the Board of Directors.

         Section 2. Election. The Board of Directors, at its first meeting after
each annual meeting of stockholders, shall choose a chairman of the Board of
Directors and a president from its members, and one or more vice presidents, a
secretary and a treasurer, none of whom need be a member of the Board of
Directors. The Board of Directors may also choose a vice chairman, who need not
be a member of the Board of Directors. The Board of Directors, the chairman of
the Board of Directors or the president at any time may also appoint one or more
assistant secretaries and assistant treasurers.

         Section 3. Appointed Officers. 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 of Directors.

         Section 4. Compensation. The salaries of the chairman of the Board of
Directors, of the president, of the vice chairman, of any vice president and of
the secretary and the treasurer of the corporation shall be fixed by the Board
of Directors.

         Section 5. Term of Office; Removal; Filling of Vacancies. Except as may
be otherwise provided by the Board of Directors or in these bylaws, each officer
of the corporation shall hold office until the first meeting of directors after
the next annual meeting of stockholders following his election or appointment
and until his successor is chosen and qualified. 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 whole Board of Directors. If the office of
any officer becomes vacant for any reason, the vacancy shall be filled by the
Board of Directors.



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                            THE CHAIRMAN OF THE BOARD

         Section 6. The chairman of the board shall, when present, preside at
meetings of the Board of Directors and the stockholders. He shall assist the
Board of Directors in the formulation of policies of the corporation and shall
be available to other officers for consultation and advice. Where formulation of
policies of the corporation does not require action by the Board of Directors,
such policies shall be formulated by the chairman of the board in collaboration
with the president. He shall have power and general authority to execute bonds,
deeds and contracts in the name of the corporation and to affix the corporate
seal thereto; to sign stock certificates; to cause the employment or appointment
of such employees and agents of the corporation as the proper conduct of
operations may require and to fix their compensation, subject to the provisions
of these bylaws; to remove or suspend any employee or agent who shall have been
employed or appointed under his authority or under the authority of an officer
subordinate to him; and to suspend for cause, pending final action by the
authority which shall have elected or appointed him, any officer subordinate to
the chairman of the board. He shall have such other powers and duties as may,
from time to time, be prescribed by the Board of Directors.

                                THE VICE CHAIRMAN

         Section 7. The vice chairman, if one is elected, shall have the power
to call special meetings of the stockholders and of the Board of Directors for
any purpose or purposes, and, in the absence of the chairman of the board, the
vice chairman shall preside at all meetings of the Board of Directors unless he
shall be absent. The vice chairman shall advise and counsel the other officers
of the corporation and shall exercise such powers and perform such duties as
shall be assigned to or required of him from time to time by the Board of
Directors or the chairman of the board.

                                  THE PRESIDENT

         Section 8. The President shall be the chief executive officer of the
corporation, shall, in the absence of the chairman of the board, preside (1) at
all meetings of the stockholders and (2) in the absence of the vice chairman, if
one is elected, at all meetings of the Board of Directors, 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 and all policies formulated by
the Board of Directors, or by the chairman of the board in collaboration with
the president, are carried into effect. The president shall have power and
general authority to execute bonds, deeds and contracts in the name of the
corporation and to affix the corporate seal thereto; to sign stock certificates;
to cause the employment or appointment of such employees and agents of the
corporation as the proper conduct of operations may require and to fix their
compensation, subject to the provisions of these bylaws; to remove or suspend
any employee or agent who shall have been employed or appointed under his
authority or under authority of an officer subordinate to him; to suspend for
cause, pending final action by the authority which shall have elected or
appointed him, any officer subordinate to the president; and in general to
exercise all the powers usually appertaining to the office of president and
chief executive officer of a corporation, except as otherwise provided by
statute, the certificate of incorporation or these bylaws. In the event of the
absence or disability of the president, his duties shall be performed and his
powers may be exercised by the vice presidents in the order of their seniority,
unless otherwise determined by the president, the chairman of the board, the
Executive Committee or the Board of Directors.

                THE VICE PRESIDENTS AND ASSISTANT VICE PRESIDENTS

         Section 9. 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, 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 or
and be subject to all the



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restrictions upon the president. The vice presidents shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe.

         Section 10. The assistant vice president, or if there be more than one,
the assistant vice presidents 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 any vice president or in the event of the inability or
refusal to act of any vice president, perform the duties and exercise the powers
of such vice president and shall perform such other duties and have such other
powers as the Board of Directors may from time to time prescribe.

                     THE SECRETARY AND ASSISTANT SECRETARIES

         Section 11. 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 instrument requiring it and when so affixed,
it may be attested by his signature or by the signature of such assistant
secretary. The Board of Directors may give general authority to any other
officer to affix the seal of the corporation and to attest the affixing by his
signature.

         Section 12. The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the Board of Directors (or if
there be no such determination, then in the order of their election), shall, in
the absence of the secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the secretary and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

         Section 13. The treasurer shall have custody of the corporate funds and
securities of the corporation 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.

         Section 14. The treasurer 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.

         Section 15. If required by the Board of Directors, the treasurer 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 be longing to the
corporation.

         Section 16. The assistant treasurer, or if there shall be more than
one, the assistant treasurers in the order determined by the Board of Directors
(or if there be no such determination, then in the order of their election),
shall, in the absence of the treasurer or in the event of his inability or
refusal to act,



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perform the duties and exercise the powers of the treasurer and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.

                                   ARTICLE VI.

                              CERTIFICATES OF STOCK

         Section 1. Every holder of stock in the corporation shall be entitled
to have a certificate, signed by, or in the name of the corporation, by the
chairman or vice-chairman of the board of directors, or the president or a vice
president and by the treasurer or an assistant treasurer, or the secretary or an
assistant secretary of the corporation, certifying the number of shares owned by
him in the corporation.

         Section 2. Where a certificate is countersigned (1) by a transfer agent
other than the corporation or its employee, or (2) by a registrar other than the
corporation or its employee, any other signature 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.

                                LOST CERTIFICATES

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

                               TRANSFERS OF STOCK

         Section 4. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

                               FIXING RECORD DATE

         Section 5. In order that the corporation may determine the stockholders
entitled to notice of and 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 and 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.



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                             REGISTERED STOCKHOLDERS

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

                                  ARTICLE VII.

                               GENERAL PROVISIONS

                    INDEMNIFICATION OF OFFICERS AND DIRECTORS

         Section 1.

                  (a) The corporation shall indemnify any person who was or is a
         party or is threatened to be made a party to any threatened, pending or
         completed action, suit or proceeding, whether civil, criminal,
         administrative or investigative (other than an action by or in the
         right of the corporation) by reason of the fact that he is or was a
         director, officer, employee or agent of the corporation, or is or was
         serving at the request of the corporation as a director, officer,
         employee or agent of another corporation, partnership, joint venture,
         trust or other enterprise, against expenses (including attorneys'
         fees), judgments, fines and amounts paid in settlement actually and
         reasonably incurred by him in connection with such action, suit or
         proceeding if he acted in good faith and in a manner he reasonably
         believed to be in or not opposed to the best interests of the
         corporation, and with respect to any criminal action or proceeding, had
         no reasonable cause to believe his conduct was unlawful. The
         termination of any action, suit or proceeding by judgment, order,
         settlement, conviction, or upon a plea of nolo contendere or its
         equivalent, shall not, of itself, create a presumption that the person
         did not act in good faith and in a manner which he reasonably believed
         to be in or not opposed to the best interests of the corporation, and,
         with respect to any criminal action or proceeding, had reasonable cause
         to believe that his conduct was unlawful.

                  (b) The corporation shall indemnify any person who was or is a
         party or is threatened to be made a party to any threatened, pending or
         completed action or suit by or in the right of the corporation to
         procure a judgment in its favor by reason of the fact that he is or was
         a director, officer, employee or agent of the corporation, or is or was
         serving at the request of the corporation as a director, officer,
         employee or agent of another corporation, partnership, joint venture,
         trust or other enterprise against expenses (including attorneys' fees)
         actually and reasonably incurred by him in connection with the defense
         or settlement of such action or suit if he acted in good faith and in a
         manner he reasonably believed to be in or not opposed to the best
         interests of the corporation and except that no indemnification shall
         be made in respect of any claim, issue or matter as to which such
         person shall have been adjudged to be liable for negligence or
         misconduct in the performance of his duty to the corporation unless and
         only to the extent that the Court of Chancery or the court in which
         such action or suit was brought shall determine upon application that,
         despite the adjudication of liability but in view of all the
         circumstances of the case, such person is fairly and reasonably
         entitled to indemnity for such expenses which the Court of Chancery or
         such other court shall deem proper.

                  (c) To the extent that a director, officer, employee or agent
         of the corporation has been successful on the merits or otherwise in
         defense of any action, suit or proceeding referred to in



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         subsection (a) or (b), or in defense of any claim, issue or matter
         therein, he shall be indemnified against expenses (including attorneys'
         fees) actually and reasonably incurred by him in connection therewith.

                  (d) Any indemnification under subsection (a) or (b) (unless
         ordered by a court) shall be made by the corporation only as authorized
         in the specific case upon a determination that indemnification of the
         director, officer, employee or agent is proper in the circumstances
         because he has met the applicable standard of conduct set forth in
         subsections (a) and (b). Such determination shall be made (1) by the
         Board of Directors by a majority vote of a quorum consisting of
         directors who were not parties to such action, suit or proceeding, or
         (2) if such a quorum is not obtainable, or, even if obtainable a quorum
         of disinterested directors so directs, by independent legal counsel in
         a written opinion, or (3) by the stockholders.

                  (e) Reasonable expenses, including court costs and attorneys'
         fees, incurred by a person who was or is a witness or who was or is
         named as a defendant or respondent in any threatened, pending or
         completed action, claim, suit or proceeding, whether civil, criminal,
         administrative or investigative, any appeal in such an action, suit or
         proceeding, and any inquiry or investigation that could lead to such an
         action, suit or proceeding (a "Proceeding"), by reason of the fact that
         such individual is or was a director or officer of the corporation, or
         while a director or officer of the corporation is or was serving at the
         request of the corporation as a director, officer, partner, venturer,
         proprietor, trustee, employee, agent or similar functionary of another
         corporation, partnership, trust, employee benefit plan or other
         enterprise, shall be paid by the corporation at reasonable intervals in
         advance of the final disposition of such Proceeding, and without the
         determination set forth in Section 1(d) of this Article VII, upon
         receipt by the corporation of a written affirmation by such person of
         his good faith belief that he has met the standard of conduct necessary
         for indemnification under this Section 1, and a written undertaking by
         or on behalf of such person to repay the amount paid or reimbursed by
         the corporation if it is ultimately determined that he is not entitled
         to be indemnified by the corporation as authorized in this Section 1.
         Such written undertaking shall be an unlimited obligation of such
         person and it may be accepted without reference to financial ability to
         make repayment. Such expenses (including attorneys' fees) incurred by
         other employees and agents may be so paid upon such terms and
         conditions, if any, as the Board of Directors deems appropriate.

                  (f) The indemnification provided by this section shall not be
         deemed exclusive of any other rights to which those indemnified may be
         entitled under the certificate of incorporation or any 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 such office, and shall continue as to a person who has
         ceased to be a director, officer, employee or agent and shall inure to
         the benefit of the heirs, executors and administrators of such a
         person.

                  (g) The corporation shall have power to purchase and maintain
         insurance on behalf of any person who is or was a director, officer,
         employee or agent of the corporation, or is or was serving at the
         request of the corporation as a director, officer, employee or agent of
         another corporation, partnership, joint venture, trust or other
         enterprise against any liability asserted against him and incurred by
         him in any such capacity, or arising out of his status as such, whether
         or not the corporation would have the power to indemnify him against
         such liability under the provisions of this section.



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                  (h) For purposes of this section, references to "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 section with respect to the resulting or surviving corporation as
         he would have with respect to such constituent corporation if its
         separate existence had continued.

                    INTERESTED DIRECTORS AND OFFICERS; QUORUM

         Section 2. No contract or transaction between the corporation and one
or more of its directors or officers, or between the corporation and any other
corporation, partnership, association or other organization in which one or more
of its directors or officers are directors or officers or have a financial
interest, shall be void or voidable solely for this reason, or solely because
the director or officer is present at or participates in the meeting of the
Board of Directors or committee thereof which authorizes the contract or
transaction, or solely because his or their votes are counted for such purpose,
if (i) the material facts as to his relationship or interest and as to the
contract or transaction are disclosed or are known to the board or the
committee, and the board or committee in good faith authorizes the contract or
transaction by the affirmative votes of a majority of the disinterested
directors, even though the disinterested directors be less than a quorum; or
(ii) the material facts as to his relationship or interest and as to the
contract or transaction are disclosed or are known to the stockholders entitled
to vote thereon, and the contract or transaction is specifically approved in
good faith by vote of the stockholders; or (iii) the contract or transaction is
fair as to the corporation as of the time it is authorized, approved or ratified
by the board, a committee thereof or the stockholders. Common or interested
directors may be counted in determining the presence of a quorum at a meeting of
the board or of a committee which authorizes the contract or transaction.

                                    DIVIDENDS

         Section 3. 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.

         Section 4. Before payment of any dividend, there may be set aside out
of any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                     CHECKS

         Section 5. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the Board of Directors may from time to time designate.



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                                   FISCAL YEAR

         Section 6. The fiscal year of the corporation shall be fixed by
resolution of the Board of Directors.

                                      SEAL

         Section 7. The corporate seal shall have inscribed thereon the name of
the corporation and shall be in such form as may be approved from time to time
by the Board of Directors. The seal may be used by causing it or a facsimile
thereof to be impressed, affixed, imprinted or in any manner reproduced.

                                  ARTICLE VIII.

                                   AMENDMENTS

         These bylaws may be altered, amended or repealed or new bylaws may be
adopted by the stockholders or by the Board of Directors 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.