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                                                                     EXHIBIT 3.2


                          AMENDED AND RESTATED BYLAWS

                                       OF

                            ENCORE WIRE CORPORATION

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                                   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





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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.

         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.



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         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.

                                  ARTICLE III.

                                   DIRECTORS

         Section 1.     The number of directors which shall constitute the
whole board shall be nine (9).  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.





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         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.

         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





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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.

         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





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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.


                           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





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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 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





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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, 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.





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                                  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





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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.


                            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





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         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
         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





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<PAGE>   12
         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.

                 (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





                                      -12-
<PAGE>   13
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.

                                  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.





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