Exhibit 3.2
      
                                SUPER-VIDEO, INC.
                             (A NEVADA CORPORATION)

                                     * * * *

                                     BY-LAWS

                                     * * * *



                                    ARTICLE I

                                     OFFICES

          Section 1.    The principal office shall be in the City of Incline
Village, Nevada.

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


                                   ARTICLE II

                           MEETING OF THE STOCKHOLDERS

          Section 1.    All annual meetings of the stockholders shall be held in
Los Angeles,  California.  Special  meetings of the  stockholders may be held at
such time and place  within or without the State of Nevada 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,  commencing  with the
year 1985,  shall be held on the first day of October,  if not a legal  holiday,
and if a legal holiday, then on the next secular day following, at 10:00 A.M. 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.   Special meetings of the stockholders, for any purpose or
purposes,  unless  otherwise  prescribed  by  statute  or  by  the  articles  of
incorporation,  may be  called  by the  president  and  shall be  called  by the
president  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 4.    Notices of  meetings  shall be in writing  and signed by
the president or a vice president,  or the secretary, or an assistant secretary,
or by such other person or persons as the directors shall designate. Such notice
shall state the purpose or purposes for which the meeting is called and the time
when, and the place, which may be within or without the state, where it is to be
held. A copy of such notice shall be either delivered  personally to or shall be


                                                                     Exhibit 3.2

<PAGE>

mailed,  postage prepaid, to each stockholder of record entitled to vote at such
meeting  not less than ten nor more than  sixty days  before  such  meeting.  If
mailed it shall be directed to a  stockholder  at his address as it appears upon
the records of the  corporation  and upon such mailing of any such  notice,  the
service thereof shall be complete, and the time of the notice shall being to run
from the date upon which such notice is deposited  in the mail for  transmission
to such  stockholder.  Personal  delivery of any such notice to any officer of a
corporation or association,  or to any member of a partnership  shall constitute
delivery of such notice to such corporation,  association or partnership. In the
event of the  transfer of stock  after  delivery or mailing of the notice of and
prior to the holding of the meeting it shall not be necessary to deliver or mail
notice of the meeting to the transferee.

          Section  5.   Business   transacted   at  any   special   meeting   of
stockholders shall be limited to the purposes stated in the notice.

          Section 6.    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
articles of  incorporation.  If,  however,  such quorum  shall not be present or
represented  at any  meeting  of 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 presented or represented  any business may be
transacted  which  might  have been  transacted  at the  meeting  as  originally
notified.

          Section  7.   When a quorum is present or  represented 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 which by express  provision of the statutes
or of the articles of  incorporation  a different vote is required in which case
such express provision shall govern and control the decision of such question.

          Section  8.   Every  stockholder of record of the corporation shall be
entitled  at each  meeting of  stockholders  to one vote for each share of stock
standing in his name on the books of the corporation.

          Section 9.    At any meeting of the stockholders,  any stockholder may
be  represented  and vote by a proxy or proxies  appointed by an  instrument  in
writing. In the event that any such instrument in writing shall designate two or
more  persons to act as  proxies,  a  majority  of such  persons  present at the
meeting,  or, if only one  shall be  present,  then that one shall  have and may
exercise all of the powers conferred by such written  instrument upon all of the
persons so designated  unless the  instrument  shall  otherwise  provide no such
proxy  shall be valid  after the  expiration  of six months  from the date of it
execution,  unless coupled with an interest,  or unless the person  executing it
specifies therein the length of time for which it is to continue in force, which
in no case shall exceed seven years from the date of its  execution.  Subject to
the above,  any proxy duly  executed is not revoked and  continues in full force
and effect unless an instrument  revoking it or a duly executed  proxy bearing a
later date is filed with the secretary of the corporation.


                                                                     Exhibit 3.2

<PAGE>

          Section 10.   Any action,  except election of directors,  which may be
taken by the vote of the  stockholders  at a  meeting,  may be taken  without  a
meeting if authorized by the written consent of stockholders  holding at least a
majority of the voting  power,  unless the  provisions of the statutes or of the
articles  of  incorporation  require a  greater  proportion  of voting  power to
authorize such action in which case such greater  proportion of written consents
shall be required.


                                   ARTICLE III

                                    DIRECTORS

          Section 1.    The number of director which shall  constitute the whole
board  shall be three (3),  all of whom shall be of full age and at least one of
whom shall be a citizen of the United States.  The directors shall be elected at
the annual meeting of the  stockholders,  and except as provided in Section 2 of
this  article,  each  director  elected shall hold office until his successor is
elected and qualified. Directors need not be stockholders.

          Section 2.    Vacancies, including those caused by an increased in the
number of  directors,  may be filed by a  majority  of the  remaining  directors
though less than a quorum.  When one or more directors  shall give notice of his
or their  resignation to the board,  effective at a future date, the board shall
power to fill such vacancy or vacancies to take effect when such  resignation or
resignations  shall become effective,  each director so appointed to hold office
during  the  remainder  of the  term of  office  of the  resigning  director  or
directors.

          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  articles  of
incorporation  or by these by-laws  directed or required to be exercised or done
by the stockholders.

          Section 4.    The  board  of  directors  of the  corporation  may hold
meetings,  both  regular  and  special,  either  within or without  the State of
Nevada.


                       MEETINGS OF THE BOARD OF DIRECTORS

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


                                                                     Exhibit 3.2

<PAGE>

          Section 6.    Regular  meetings of the board of directors  may be held
without  notice at such time and 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 secretary on the written  request of two  directors  (unless
there is only one  director  and if so,  upon his  request).  Written  notice of
special  meetings of the board of directors  shall be given to each  director at
least one (1) day before the date of the meeting.

          Section 8.    A majority of the board of directors,  at a meeting duly
assembled,  shall be necessary to  constitute  a quorum for the  transaction  of
business  and the act of a majority of the  directors  present at any meeting at
which a quorum is present shall be the act of the board of directors,  except as
may  be  otherwise  specifically  provided  by  statute  or by the  articles  of
incorporation.  Any action required or permitted to be taken at a meeting of the
directors may be taken without a meeting if a consent in writing,  setting forth
the action so taken,  shall be signed by all of the  directors  entitled to vote
with respect to the subject matter thereof.

                             COMMITTEE OF DIRECTORS

          Section 9.    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, which, 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 have power to authorize the seal of the corporation to be affixed to all
papers which may require it. 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 10.   The  committees  shall  keep  regular  minutes  of their
proceedings and report the same to the board when required.


                            COMPENSATION OF DIRECTORS

          Section 11.   The directors may be paid by 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  therefor.  Members
of special or standing committees may be allowed like compensation for attending
committee meetings.


                                   ARTICLE IV

                                     NOTICES

          Section 1.    Notices  to  directors  and  stockholders  shall  be  in
writing and delivered  personally or mailed to the directors or  stockholders at
their addresses appearing on the books on the corporation.  Notice by mail shall


                                                                     Exhibit 3.2

<PAGE>

be  deemed  to be given at the time  when the name  shall be  mailed.  Notice to
directors may also be given by telegram.

          Section  2.   Whenever  all parties  entitled to vote at any  meeting,
whether  of  directors  or  stockholders,  consent,  either by a writing  on the
records of the  meeting  or filed with the  secretary,  or by  presence  at such
meeting  and oral  consent  entered  on the  minutes,  or by taking  part in the
deliberations  at such  meeting  without  objection,  the doings of such meeting
shall be  as valid as  if had  at a meeting  regularly  called and  noticed,  at
such  meeting any  business may be  transacted  which is not  excepted  from the
written consent or to the consideration of which no objection for want of notice
is made at the time,  and if any meeting be  irregular  for want of notice or of
such consent,  provided a quorum was present at such meeting, the proceedings of
said meeting may be ratified and  approved and rendered  likewise  valid and the
irregularity  or defect therein waived by a writing signed by all parties having
the right to vote at such meetings; and such consent or approval of stockholders
may be proxy or attorney, but all such proxies and powers of attorney must be in
writing.

          Section 3.    Whenever any notice whatsoever,  is required to be given
under the  provisions of the statutes,  of the articles of  incorporation  or of
these  by-laws,  a waiver  thereof in  writing,  signed by the person or persons
entitled to said notice,  whether before or after the time stated therein, shall
be deemed equivalent thereto.


                                    ARTICLE V

                                    OFFICERS

          Section 1.    The  offices of the  corporation  shall be chosen by the
board of directors and shall be  president,  a secretary,  and a treasurer.  Any
person may hold two or more offices.

          Section 2.    The board of directors at its first  meeting  after each
annual  meeting of  stockholders  shall  choose a president,  a secretary  and a
treasurer, none of whom need be a member of the board.

          Section 3.    The board of directors may appoint vice presidents,  and
assistant  secretaries  and  assistant  treasurers  and such other  officers and
agents as it shall deem  necessary  who shall hold their  offices for such terms
and shall  exercise  such powers and perform such duties as shall be  determined
from time to time by the board.

          Section  4.   The   salaries  of  all   officers  and  agents  of  the
corporation shall be fixed by the board of directors.

          Section 5.    The officers of the corporation  shall hold office until
their successors are chosen and qualify. 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 by death,  resignation,  removal or otherwise shall be filled by the
board of directors.


                                                                     Exhibit 3.2


<PAGE>


                                  THE PRESIDENT

          Section 6.    The president  shall be the chief  executive  officer of
the corporation, shall preside at all meetings of the stockholders and 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 are carried into effect.

          Section  7.   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.

                               THE VICE PRESIDENT

          Section  8.   A vice president  shall, in the absence or disability of
the  president,  perform the duties and exercise the powers of the president and
shall  perform such other duties as the board of directors may from time to time
prescribe.

                                  THE SECRETARY

          Section 9.    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 keep in safe custody
the seal of the  corporation  and,  when  authorized  by the board of directors,
affix the same to any instrument  requiring it and, when so affixed, it shall be
attested by his  signature or by the  signature of the treasurer or an assistant
secretary.

                                  THE TREASURER

          Section  10.  The  treasurer  shall have the custody of the  corporate
funds and  securities  and shall keep full and secure  accounts of receipts  and
disbursements in books belonging to the corporation and shall deposit all moneys
and other value effects in the name and to the credit of the corporation in such
depositories as may be designated by the board of directors.

          Section 11.   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 the regular
meetings of the board, 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 12.   If required by the board of directors, he shall give the
corporation  a bond in such sum and with  such  surety or  sureties  as shall be


                                                                     Exhibit 3.2

<PAGE>

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.


                                   ARTICLE VI

                              CERTIFICATES OF STOCK

          Section  1.   Every   stockholder   shall  be   entitled   to  have  a
certificate,  signed by 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.
When the  corporation  is  authorized  to issue shares of more than one class or
more than one  series of any  class,  there  shall be set forth upon the face or
back of the  certificate,  or the  certificate  shall have a statement  that the
corporation will furnish to any stockholders  upon request and without charge, a
full  or  summary  statement  of the  designations,  preferences  and  relative,
participating,  optional or other special rights of the various classes of stock
or series thereof and the  qualifications,  limitations or  restrictions of such
rights, and, if the corporation shall be authorized to issue only special stock,
such certificate  shall set forth in full or summarize the rights of the holders
of such stock.

          Section  2.   Whenever any certificate is  countersigned  or otherwise
authenticated by a transfer agent or transfer clerk, and by a registrar,  then a
facsimile of the signatures of the officers or agents of the  corporation may be
printed or lithographed upon such certificate in lieu of the actual  signatures.
In case any  officer or  officers  who shall  have  signed,  or whose  facsimile
signature  or  signatures  shall  have been  used on,  any such  certificate  or
certificates  shall cease to be such  officer or  officers  of the  corporation,
whether because of death, resignation or otherwise,  before such certificates or
certificates  shall have been delivered by the corporation,  such certificate or
certificates  may  nevertheless  be adopted by the corporation and be issued and
delivered  as though the  person or  persons  who  signed  such  certificate  or
certificates,  or whose facsimile  signature or signatures  shall have been used
thereon, had not ceased to be the officer or officers of such corporation.

                                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 or destroyed,
upon  the  making  of an  affidavit  of that  fact by the  person  claiming  the
certificates of stock to be lost 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 or destroyed certificate or certificates,  or his legal representative,  to
advertise  the  same  in  such  manner  as it  shall  require  and/or  give  the
corporation a bond in such sum as it may direct as indemnity  against claim that
may be made against the corporation  with respect to the certificate  alleged to
have been lost or destroyed.


                                                                     Exhibit 3.2

<PAGE>

                                TRANSFER 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.

                            CLOSING OF TRANSFER BOOKS

          Section 5.    The directors may prescribe a period not exceeding sixty
days prior to any meeting of the stockholders  during which no transfer of stock
on the  books of the  corporation  may be made,  or may fix a day not more  than
sixty  days  prior to the  holding  of any such  meeting  as the day as of which
stockholders  entitled  to  notice  of and to  vote  at such  meeting  shall  be
determined;  and only  stockholders  of record on such day shall be  entitled to
notice or to vote at such meeting.

                             REGISTERED STOCKHOLDERS

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


                                   ARTICLE VII

                               GENERAL PROVISIONS


                                    DIVIDENDS

          Section  1.   Dividends  upon the  capital  stock of the  corporation,
subject to the  provisions  of the  articles 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 articles of incorporation.

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


                                                                     Exhibit 3.2


<PAGE>

                                     CHECKS

          Section 3.    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 designated.

                                   FISCAL YEAR

          Section 4.    The  fiscal  year of the  corporation  shall be fixed by
resolution of the board of directors.

                                      SEAL

          Section 5.    The corporate seal shall have inscribed thereon the name
of the corporation, the year of its incorporation and the words "Corporate Seal,
Nevada."


                                   ARTICLE VII

                                   AMENDMENTS

          Section 1.    These  by-laws may be altered or repealed 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 not ice of such
alteration or repeal be contained in the notice of such special meeting.


                                                                     Exhibit 3.2

<PAGE>


                            CERTIFICATE OF SECRETARY

I, the undersigned, do hereby certify:

     (1) That I am the duly elected and acting Secretary of Super-Video, Inc., a
Nevada  corporation;  and

     (2) That the foregoing  Bylaws,  comprising ten (10) pages,  constitute the
Bylaws of such  corporation  as duly adopted by action of the Board of Directors
of the  corporation  duly taken on June 26,  1984.

     IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal
of such corporation this 26th day of June, 1984.


                             /s/ Daniel Lezak
                             ----------------------
                             DANIEL LEZAK, Secretary











                                                                     Exhibit 3.2