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                                                                     EXHIBIT 3.2

                              AMENDED AND RESTATED
                                     BYLAWS
                                       OF
                          BORLAND SOFTWARE CORPORATION

                                    ARTICLE I

                                CORPORATE OFFICES
                                -----------------

Section 1.  Principal Office

     The principal executive office of the corporation shall be located at such
place as the Board of Directors may from time to time authorize. If the
principal executive office is located outside the State of Delaware, and the
corporation has one or more business offices in the State of Delaware, the Board
of Directors shall fix and designate a principal business office in the State of
Delaware.

Section 2.  Other Offices

     Additional offices of the corporation shall be located at such place or
places, within or outside the State of Delaware, as the Board of Directors may
from time to time authorize.

Section 3.  Registered Agent in State

     The corporation shall have and maintain in the State of Delaware a
registered agent, which agent may be either an individual resident in the State
whose business office is identical with the corporation's registered office, or
a domestic corporation (which may be itself), or a foreign corporation
authorized to transact business in the State, having a business office identical
with such registered office.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS
                            ------------------------

Section 1.  Place of Meetings

     Meetings of stockholders shall be held at any place, within or outside the
State of Delaware, designated by the Board of Directors. The Board of Directors
may, in its sole discretion, determine that the meeting shall not be held at any
place, but may instead be held solely by means of remote communications as
provided under the Delaware General Corporate

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Law (the "DGCL"). In the absence of any such designation, stockholders' meetings
shall be held at the registered office of the corporation.

Section 2.  Annual Meeting

     The annual meeting of stockholders shall be held each year on a date and at
a time designated by the Board of Directors. At the meeting, directors shall be
elected and any other proper business may be transacted.

     At any annual meeting of stockholders of the corporation, only such
business shall be conducted as shall have been properly brought before the
meeting (a) by or at the direction of the Board of Directors or (b) by any
stockholder of the corporation (i) who is a stockholder of record on the date of
the giving of the notice provided for in this Section 2 and on the record date
for the determination of stockholders entitled to vote at such annual meeting
and (ii) who complies with the notice procedures set forth in this Section 2.

     In addition to any other applicable requirements, for business to be
properly brought before an annual meeting by a stockholder, such stockholder
must have given timely notice thereof in proper written form to the Secretary of
the corporation.

     To be timely, a stockholder's notice must be delivered to or mailed and
received by the Secretary at the principal executive offices of the corporation
not less than ninety (90) days nor more than one hundred-twenty (120) days prior
to the anniversary date of the immediately preceding annual meeting of
stockholders; provided, however, that in the event that the annual meeting is
called for a date that is not within thirty (30) days before or after such
anniversary date, notice by the stockholder in order to be timely must be so
received not later than the close of business on the tenth (10th) day following
the day on which such notice of the date of the annual meeting was mailed or
such public disclosure of the date of the annual meeting was made, whichever
first occurs. In no event shall the public announcement of an adjournment of an
annual meeting commence a new time period for the giving of a stockholder's
notice as described above.

     To be in proper written form, a stockholder's notice to the Secretary shall
set forth in writing as to each matter the stockholder proposes to bring before
the annual meeting (a) a brief description of the business desired to be brought
before the annual meeting and the reasons for conducting such business at the
annual meeting, (b) the name and record address, as they appear on the
corporation's books, of such stockholder, (c) the class and series and number of
shares of each class and series of capital stock of the corporation which are
owned beneficially or of record by the stockholder, (d) a description of all
arrangements or understandings between such stockholder and any other person or
persons (including their names) in connection with the proposal of such business
by such stockholder and any material interest of such stockholder in such
business and (e) a representation that such stockholder is a holder of record of
stock of the


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corporation entitled to vote at such meeting and that such stockholder intends
to appear in person or by proxy at the annual meeting to bring such business
before the meeting.

     In addition, notwithstanding anything in this Section 2 to the contrary, a
stockholder intending to nominate one or more persons for election as a director
at an annual meeting must comply with Section 3 of Article III of these bylaws
for such nomination to be properly brought before such meeting.

     No business shall be conducted at the annual meeting of stockholders except
business brought before the annual meeting in accordance with the procedures set
forth in this Section 2; provided, however, that, once business has been
properly brought before the annual meeting in accordance with such procedures,
nothing in this Section 2 shall be deemed to preclude discussion by any
stockholder of any such business. If the chairman of an annual meeting
determines that business was not properly brought before the meeting in
accordance with the foregoing procedures, the chairman shall declare to the
meeting that the business was not properly brought before the meeting and such
business shall not be transacted.

Section 3.  Quorum

     The holders of a majority of the stock issued and outstanding and entitled
to vote thereat, present in person or by remote communication 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 is not present or
represented at any meeting of the stockholders, then either the chairman of the
meeting or 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 is present
or represented. At such adjourned meeting at which a quorum is present or
represented, any business may be transacted that might have been transacted at
the meeting as originally noticed.

     The affirmative vote of the majority of shares present in person or by
remote communication or represented by proxy at the meeting and entitled to vote
on the subject matter shall be the act of the stockholders. Except as otherwise
provided by statute, the Certificate of Incorporation or these Bylaws, directors
shall be elected by a plurality of the votes of the shares present in person, by
remote communication, if applicable, or represented by proxy at the meeting and
entitled to vote generally on the election of directors. Where a separate vote
by class is required, the affirmative vote of the majority of shares of such
class present in person or represented by proxy at the meeting shall be the act
of such class.

Section 4.  Special Meetings

     Special meetings of the stockholders, for any purpose or purposes, may be
called by the Board of Directors, the Chairman of the Board or the President.

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Section 5.  Notice of Meetings

     Except as otherwise may be required by law, notice given in writing or by
electronic transmission of each meeting of stockholders shall be given to each
stockholder entitled to vote at that meeting, by the Secretary, assistant
secretary or other person charged with that duty, not less than ten (10) nor
more than sixty (60) days before such meeting.

     Notice of any meeting of stockholders shall state the date, place and hour
of the meeting; and

     (1)  in the case of a special meeting, the general nature of the business
          to be transacted, and no other business may be transacted at such
          meeting; and

     (2)  in the case of an annual meeting, the general nature of matters which
          the Board of Directors, at the time of the mailing of the notice,
          intends to present for action by the stockholders.

     At a special meeting, notice of which has been given in accordance with
this Section 5, action may not be taken with respect to business, the general
nature of which has not been stated in such notice. At an annual meeting, action
may be taken with respect to business stated in the notice of such meeting,
given in accordance with this Section 5 and with respect to any other business
as may properly come before the meeting.

Section 6.  Manner of Giving Notice; Affidavit of Notice

     Written notice of any meeting of stockholders, if mailed, is given when
deposited in the United States mail, postage prepaid, directed to the
stockholder at his address as it appears on the records of the corporation. An
affidavit of the Secretary or an assistant secretary or of the transfer agent of
the corporation that the notice has been given shall, in the absence of fraud,
be prima facie evidence of the facts stated therein.

Section 7.  Adjourned Meeting; Notice

     When a meeting is adjourned to another time or place, unless these bylaws
otherwise require, notice need not be given of the adjourned meeting if the time
and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting the corporation may transact any business that
might have been transacted at the original meeting. If the adjournment is for
more than thirty (30) days, or if after the adjournment a new record date is
fixed for the adjourned meeting, a notice of the adjourned meeting shall be
given to each stockholder of record entitled to vote at the meeting. Every
stockholder entitled to vote shall have the right to do so either in person, by
remote communication or by an agent or agents authorized by a proxy.

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Section 8.  Voting

     The stockholders entitled to vote at any meeting of stockholders shall be
determined in accordance with the provisions of Section 11 of this Article II of
these bylaws, subject to the provisions of Sections 217 and 218 of the General
Corporation Law of Delaware (relating to voting rights of fiduciaries, pledgors
and joint owners of stock and to voting trusts and other voting agreements).

     Except as otherwise provided in the certificate of incorporation, each
stockholder shall be entitled to one vote for each share of capital stock held
by such stockholder. All elections of directors shall be by written ballot,
unless otherwise provided in the certificate of incorporation.

Section 9.  Waiver of Notice

     Whenever notice is required to be given under any provision of the General
Corporation Law of Delaware or of the certificate of incorporation or these
bylaws, a written or electronically transmitted waiver thereof, signed by the
person entitled to notice, whether before or after the time stated therein,
shall be deemed equivalent to notice. Attendance in person, by proxy or remote
communication of a person at a meeting shall constitute a waiver of notice of
such meeting, except when the person attends a meeting for the express purpose
of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened. Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the stockholders need be specified in any written or electronically
transmitted waiver of notice unless so required by the certificate of
incorporation or these bylaws.

Section 10.  Stockholder Action

     Any action required or permitted to be taken by the stockholders of the
corporation must be effected at a duly called annual or special meeting of such
holders and may not be effected by any consent in writing by such holders.

Section 11.  Record Date for Stockholder Notice; Voting; Giving Consents

     In order that the corporation may determine the stockholders entitled to
notice of or to vote at any meeting of stockholders or any adjournment thereof,
or 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 (60) nor less than ten (10) days before the date of such
meeting, nor more than sixty (60) days prior to any other action.

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     If the Board of Directors does not so fix a record date:

     (1)  The record date for determining stockholders entitled to notice of or
          to vote at a meeting of stockholders shall be at the close of business
          on the day next preceding the day on which notice is given, or, if
          notice is waived, at the close of business on the day next preceding
          the day on which the meeting is held.

     (2)  The record date for determining stockholders for any other purpose
          shall be at the close of business on the day on which the Board of
          Directors adopts the resolution relating thereto.

     A determination of stockholders of record entitled to notice of or to vote
at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.

Section 12.  Proxies

     Each stockholder entitled to vote at a meeting of stockholders may
authorize another person or persons to act for him by a written proxy, signed by
the stockholder and filed with the Secretary of the corporation, but no such
proxy shall be voted or acted upon after three (3) years from its date, unless
the proxy provides for a longer period. A proxy shall be deemed signed if the
stockholder's name is placed on the proxy (whether by manual signature,
typewriting, telegraphic transmission or otherwise) by the stockholder or the
stockholder's attorney-in-fact. The revocability of a proxy that states on its
face that it is irrevocable shall be governed by the provisions of Section
212(c) of the General Corporation Law of Delaware.

Section 13.  List of Stockholders Entitled to Vote

     The officer who has charge of the stock ledger of the corporation shall
prepare and make, at least ten (10) days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Nothing contained in this
Section 13 shall require the corporation to include electronic mail addresses or
other electronic contact information on such list. Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting for a
period of at least 10 days prior to the meeting: (i) on a reasonably accessible
electronic network, provided that the information required to gain access to
such list is provided with the notice of the meeting, or (ii) during ordinary
business hours, at the principal place of business of the corporation. In the
event that the corporation determines to make the list available on an
electronic network, the corporation may take reasonable steps to ensure that
such information is available only to stockholders of the corporation. If the
meeting is to be held at a physical location, then the list shall be produced
and kept at the time and place of the meeting during the whole time thereof, and
may be inspected by

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any stockholder who is present. If the meeting is to be held solely by means of
remote communications, then the list shall be open to the examination of any
stockholder during the whole time of the meeting on a reasonably accessible
electronic network, and the information required to access such list shall be
provided with the notice of the meeting.

Section 14.  Inspectors of Election

     Before any meeting of stockholders, the Board of Directors may appoint any
persons, other than nominees for office, to act as inspectors of election at the
meeting or its adjournment. If no inspectors of election are so appointed, the
chairman of the meeting may, and on the request of any stockholder or a
stockholder's proxy shall, appoint inspectors of election at the meeting. The
number of inspectors shall be either one (1) or three (3). If inspectors are
appointed at a meeting on the request of one or more stockholders or proxies,
the majority of shares represented in person or proxy shall determine whether
one (1) or three (3) inspectors are to be appointed. If any person appointed as
inspector fails to appear or fails or refuses to act, the chairman of the
meeting may, and upon the request of any stockholder or a stockholder's proxy
shall, appoint a person to fill that vacancy.

     These inspectors shall:

     (1)  determine the number of shares outstanding and the voting power of
          each, the shares represented at the meeting, the existence of a
          quorum, and the authenticity, validity, and effect of proxies;

     (2)  receive votes or ballots;

     (3)  hear and determine all challenges and questions in any way arising in
          connection with the right to vote;

     (4)  count and tabulate all votes;

     (5)  determine when the polls shall close;

     (6)  determine the result; and

     (7)  do any other acts that may be proper to conduct the election or vote
          with fairness to all stockholders.



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                                   ARTICLE III

                                    DIRECTORS
                                    ---------

Section 1.  Powers

     Subject to the provisions of the General Corporation Law of Delaware and
any limitations in the certificate of incorporation or these bylaws relating to
action required to be approved by the stockholders or by the outstanding shares,
the business and affairs of the corporation shall be managed and all corporate
powers shall be exercised by or under the direction of the Board of Directors.

Section 2.  Number of Directors

     The authorized number of directors of the corporation shall be six (6), and
shall be subject to change as set from time to time pursuant to a resolution
approved by a majority of the Board of Directors then in office.

     No reduction of the authorized number of directors shall remove any
director prior to the expiration of such director's term of office.

Section 3.  Notification of Nominations

     Subject to the rights of holders of any class or series of stock having a
preference over the Common Stock as to dividends or upon liquidation,
nominations for the election of directors may be made (a) by or at the direction
of the Board of Directors or a proxy committee appointed by the Board of
Directors or (b) by any stockholder of the corporation (i) who is a stockholder
of record on the date of the giving of the notice provided for in this Section 3
and on the record date for the determination of the stockholders entitled to
vote at such meeting and (ii) who complies with the notice procedures set forth
in this Section 3.

     In addition to any other applicable requirements, for a nomination to be
made by a stockholder, such stockholder must have given timely notice thereof in
proper written form to the Secretary of the corporation.

     To be timely, a stockholder's notice must be delivered to or mailed and
received by the Secretary at the principal executive offices of the corporation
not less than ninety (90) days nor more than one hundred-twenty (120) days prior
to the anniversary date of the immediately preceding annual meeting of
stockholders; provided, however, that in the event that the annual meeting is
called for a date that is not within thirty (30) days before or after such
anniversary date, notice by the stockholder in order to be timely must be so
received not later than the close of business on the tenth (10th) day following
the day on which such notice of the date of the annual meeting was mailed or
such public disclosure of the date of the annual meeting was made, whichever
first occurs.

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     To be in proper written form, a stockholder's notice to the Secretary shall
set forth in writing (a) as to each person whom the stockholder proposes to
nominate for election as a director (i) the name, age, business address and
residence address of the person, (ii) the principal occupation and employment of
the person, (iii) the class and series and number of shares of each class and
series of capital stock of the corporation which are owned beneficially or of
record by the person and (iv) any other information relating to the person that
would be required to be disclosed in a proxy statement or other filings required
to be made in connection with solicitations of proxies for election of directors
pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") (or in any law or statute replacing such section) and the rules
and regulations promulgated thereunder; and (b) as to the stockholder giving the
notice (i) the name and record address of such stockholder, (ii) the class and
series and number of shares of each class and series of capital stock of the
corporation which are owned beneficially or of record by such stockholder, (iii)
a description of all arrangements or understandings between such stockholder and
each proposed nominee and any other person or persons (including their names)
pursuant to which the nomination(s) are to be made by such stockholder, (iv) a
representation that such stockholder is a holder of record of stock of the
corporation entitled to vote at such meeting and that such stockholder intends
to appear in person or by proxy at the meeting to nominate the person or persons
named in its notice and (v) any other information relating to such stockholder
that would be required to be disclosed in a proxy statement or other filings
required to be made in connection with solicitations of proxies for election of
directors pursuant to Section 14 of the Exchange Act (or in any law or statute
replacing such section) and the rules and regulations promulgated thereunder.
Such notice must be accompanied by a written consent of each proposed nominee to
being named as a nominee and to serve as a director if elected.

     No person shall be eligible for election as a director of the corporation
unless nominated in accordance with the procedures set forth in this Section 3.
If the chairman of the meeting determines that a nomination was not made in
accordance with the foregoing procedures, the chairman shall declare to the
meeting that the nomination was defective and such defective nomination shall be
disregarded.

Section 4.  Election of Directors; Term

     The directors, other than those who may be elected by the holders of any
class or series of stock having a preference over the Common Stock as to
dividends or upon liquidation, shall be divided into three classes, as nearly
equal in number as possible, with the term of office of the first class to
expire at the 1990 Annual Meeting of Stockholders, the term of office of the
second class to expire at the 1991 Annual Meeting of Stockholders and the term
of office of the third class to expire at the 1992 Annual Meeting of
Stockholders. At each Annual Meeting of Stockholders following such initial
classification, directors elected to succeed those directors whose terms expire
shall be elected for a term of office to expire at the third succeeding Annual
Meeting of Stockholders after their election. Directors need not be stockholders
of the

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corporation. Each director shall serve until his successor is duly elected and
qualified or until his death, resignation or removal.


Section 5.  Resignations

     Any directors of the corporation may resign effective upon giving written
notice to the Chairman of the Board, the Chief Executive Officer, the President,
the Secretary or the Board of Directors of the corporation, unless the notice
specifies a later time for the effectiveness of such resignation. If the
resignation specifies effectiveness at a future time, a successor may be elected
pursuant to Section 7 of this Article III of these bylaws to take office on the
date that the resignation becomes effective.

Section 6.  Removal

     Subject to the rights of the holders of any series of preferred stock then
outstanding, any director, or the entire Board of Directors, may be removed from
office at any time, with or without cause by the affirmative vote of the holders
of at least a majority of the voting power of all of the shares of the
corporation entitled to vote generally in the election of directors, voting
together as a single class.

Section 7.  Vacancies

     Subject to the rights of the holders of any series of preferred stock then
outstanding, newly created directorships resulting from any increase in the
authorized number of directors or any vacancies in the Board of Directors
resulting from death, resignation, retirement, disqualification, removal from
office or other cause may be filled by a majority vote of the directors then in
office, although less than a quorum, or by a sole remaining director, or by the
shareholders to fill any vacancy not filled by directors, and directors so
chosen shall hold office for a term expiring at the Annual Meeting of
Stockholders at which the term of the class to which they have been elected
expires. No decrease in the number of directors constituting the Board of
Directors shall shorten the term of any incumbent director.

Section 8.  Annual Meeting

     The Board of Directors shall meet for the purpose of organization, the
election of officers and the transaction of other business, as soon as
practicable after each Annual Meeting of Stockholders, on the same day and at
the same place where such annual meeting shall be held. Notice of such meeting
need not be given. In the event such annual meeting is not so held, the annual
meeting of the Board of Directors may be held at such place, either within or
without the State of Delaware, on such date and at such time as shall be
specified in a notice thereof given as hereinafter provided in Section 10 of
this Article III or in a waiver of notice thereof.

Section 9.  Regular Meetings

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     Regular meetings of the Board of Directors may be held at such places
within or without the State of Delaware at such date and time as the Board of
Directors may from time to time determine and, if so determined by the Board of
Directors, notices thereof need not be given.

Section 10.  Special Meetings

     Special meetings of the Board of Directors for any purpose may be called by
the Chairman of the Board, the Chief Executive Officer, the President, or the
Secretary of the corporation or any two (2) directors. Notice of the time and
place of all special meetings of the Board of Directors shall be orally or in
writing, by telephone, including a voice messaging system or other system or
technology designed to record and communicate messages, facsimile, telegraph or
telex, or by electronic mail or other electronic means, during normal business
hours, at least twenty-four (24) hours before the date and time of the meeting.
If notice is sent by US mail, it shall be sent by first class mail, charges
prepaid, at least three (3) days before the date of the meeting. Notice of any
meeting may be waived in writing, or by electronic transmission, at any time
before or after the meeting and will be waived by any director by attendance
thereat, except when the director attends the meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened. The transaction of all
business at any meeting of the Board of Directors, or any committee thereof,
however called or noticed, or wherever held, shall be as valid as though had at
a meeting duly held after regular call and notice, if a quorum be present and
if, either before or after the meeting, each of the directors not present who
did not receive notice shall sign a written waiver of notice or shall waive
notice by electronic transmission. All such waivers shall be filed with the
corporate records or made a part of the minutes of the meeting.

Section 11.  Quorum

     At all meetings of the Board of Directors, a majority of the authorized
number of 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 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 is not present at any meeting of the Board of Directors, then the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum is present. The
vote of the directors present shall be the act of the Board of Directors unless
the certificate of incorporation or the bylaws shall require a vote of a greater
number.

Section 12.  Waiver of Notice

     Whenever notice is required to be given under any provision of the General
Corporation Law of Delaware or of the certificate of incorporation or these
bylaws, a written waiver thereof, signed by the person entitled to notice,
whether before or after the time stated therein, shall be deemed equivalent to
notice. Attendance of a person at a meeting shall constitute a waiver of notice
of such meeting, except when the person attends a meeting for the express
purpose of

<PAGE>

objecting, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any regular or special meeting of the
directors, or members of a committee of directors, need be specified in any
written waiver of notice unless so required by the certificate of incorporation
or these bylaws.

Section 13.  Telephonic Meetings

     Unless otherwise restricted by the certificate of incorporation, members of
the Board of Directors of the corporation, or any committee designated by the
Board of Directors, may participate in a meeting of the Board of Directors or
such committee, as the case may be, by conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other. Participation in a meeting pursuant to this Section
13 shall constitute presence in person at such meeting.

Section 14.  Board Action By Written Consent Without A Meeting

     Unless otherwise restricted by the certificate of incorporation or these
bylaws, any action required or permitted to be taken at any meeting of the Board
of Directors, or of any committee thereof, may be taken without a meeting if all
members of the board or committee, as the case may be, consent thereto in
writing and the writing or writings are filed with the minutes of proceedings of
the board or committee.

Section 15.  Fees

     Each director may receive such fees and other compensation, along with
reimbursement of expenses incurred on behalf of the corporation or in connection
with attendance at meetings, as the Board of Directors may from time to time
determine. No such payment of fees or other compensation shall preclude any
director from serving the corporation in any other capacity and receiving fees
and compensation for such services.

Section 16.  Interested Directors

     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
directors or officers are present at or participate in the meeting of the Board
of Directors or the 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 or their relationship or interest and as to
the contract or transaction are disclosed or are known to the Board of Directors
or the

<PAGE>

committee, and the Board of Directors or committee in good faith authorizes the
contract or transaction by the affirmative vote 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 or their relationship or interest
and as to the contract or transaction is specifically approved in good faith by
vote of the shareholders; 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
of Directors, 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 of Directors or of a committee which authorizes the contract or
transaction.

Section 17.  Committees of Directors

     The Board of Directors may, by resolution passed by a majority of the whole
board, designate one or more committees, with each committee to consist of one
or more of the directors of the corporation. The board may designate one or more
directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. In the absence or
disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or disqualified
member. Any such committee, to the extent provided in the resolution of the
Board of Directors or in the bylaws of the corporation, shall have and may
exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the corporation, and may authorize the
seal of the corporation to be affixed to all papers that may require it; but no
such committee shall have the power or authority to (i) amend the certificate of
incorporation (except that a committee may, to the extent authorized in the
resolution or resolutions providing for the issuance of shares of stock adopted
by the Board of Directors as provided in Section 151(a) of the General
Corporation Law of Delaware, fix any of the preferences or rights of such shares
relating to dividends, redemption, dissolution, any distribution of assets of
the corporation or the conversion into, or the exchange of such shares for,
shares of any other class or classes or any other series of the same or any
other class or classes of stock of the corporation), (ii) adopt an agreement of
merger or consolidation under Sections 251 or 252 of the General Corporation Law
of Delaware, (iii) recommend to the stockholders the sale, lease or exchange of
all or substantially all of the corporation's property and assets, (iv)
recommend to the stockholders a dissolution of the corporation or a revocation
of a dissolution, or (v) amend the bylaws of the corporation; and, unless the
board resolution establishing the committee, the bylaws or the certificate of
incorporation expressly so provide, no such committee shall have the power or
authority to declare a dividend, to authorize the issuance of stock, or to adopt
a certificate of ownership and merger pursuant to Section 253 of the General
Corporation Law of Delaware. Each committee shall keep regular minutes of its
meetings and report the same to the Board of Directors when required.

<PAGE>

                                   ARTICLE IV

                                    OFFICERS
                                    --------

Section 1.  Executive Officers

     The executive officers of the corporation shall be a Chief Executive
Officer, President, a Chief Financial Officer and a Secretary who shall have the
duty, among other things, to record the proceedings of the meetings of
stockholders and directors in a book kept for that purpose. The corporation may
also have such other executive officers, including a Treasurer, Controller and
one or more Vice Presidents, as the Board may in its discretion appoint. The
Board of Directors, if it so determines, may appoint a Chairman of the Board and
a Vice Chairman of the Board from among its members. Any number of offices may
be held by the same person.

Section 2.  Election, Term of Office and Remuneration

     The executive officers of the corporation shall be elected annually by the
Board of Directors at a regular meeting thereof. Each such officer shall hold
office until his successor is elected and qualified, or until his earlier death,
resignation or removal. The remuneration of all officers of the corporation
shall be fixed by the Board of Directors. Any vacancy in any office shall be
filled in such manner as the Board of Directors shall determine.

Section 3.  Subordinate Officers

     In addition to the executive officers enumerated in Section 1 of this
Article IV, the corporation may have such subordinate officers, agents and
employees as the Board of Directors may deem necessary, each of whom shall hold
office for such period as the Board of Directors may from time to time
determine. The Board of Directors may delegate to any executive officer the
power to appoint and to remove any such subordinate officers, agents or
employees.

Section 4.  Removal

     Except as otherwise delegated to an executive officer with respect to
subordinate officers, any officer may be removed, with or without cause, at any
time, by resolution adopted by the Board of Directors. Such removal shall be
without prejudice to the contractual rights of such officer, if any, with the
corporation.

Section 5.  Resignations

     Any officer may resign at any time by giving written notice to the Board of
Directors (or to a principal officer if the Board of Directors has delegated to
such principal officer the power to appoint and to remove such officer). The
resignation of any officer shall take effect upon receipt of notice thereof or
at such later time as shall be specified in such notice; unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.

<PAGE>

Section 6.  Powers and Duties

     The Chief Executive Officer shall, subject to the direction and control of
the Board of Directors, be the general manager of, and supervise and direct, the
business and affairs of the corporation and the conduct of the officers of the
corporation. The other officers of the corporation shall have such powers and
perform such duties incident to each of their respective offices and such other
duties as may from time to time be conferred upon or assigned to them by the
Board of Directors or the Chief Executive Officer.

Section 7.  Approval of Loans to Officers

     The corporation may lend money to, or guarantee any obligation of, or
otherwise assist any officer or any other employee of the corporation or of its
subsidiary, including any officer or employee who is a director of the
corporation or its subsidiary, whenever, in the judgment of the directors, such
loan, guaranty or assistance may reasonably be expected to benefit the
corporation. The loan, guaranty or other assistance may be with or without
interest and may be unsecured, or secured in such manner as the Board of
Directors shall approve, including, without limitation, a pledge of shares of
stock of the corporation. Nothing contained in this section shall be deemed to
deny, limit or restrict the powers of guaranty or warranty of the corporation at
common law or under any statute.

                                    ARTICLE V

                                      STOCK
                                      -----

Section 1.  Form of Certificates

     Every holder of stock in the corporation shall be entitled to have a
certificate signed, in the name of the corporation (i) by the Chief Executive
Officer, (ii) by the Chairman of the Board of Directors or the President and
(iii) by the Secretary or an assistant secretary of the corporation, certifying
the number of shares owned by him in the corporation.

Section 2.  Signatures

     Any, or all, of the signatures on the certificate may be a 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.

<PAGE>

Section 3.  Lost Certificates

     The corporation may issue a new certificate to be issued in place of any
certificate 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 to be lost, stolen or destroyed. The corporation may,
in its discretion and as a condition precedent to the issuance of such new
certificate, require the owner of such lost, stolen, or destroyed certificate,
or his legal representative, to give the corporation a bond (or other security)
sufficient to indemnify it against any claim that may be made against the
corporation (including any expense or liability) on account of the alleged loss,
theft or destruction of any such certificate or the issuance of such new
certificate.

Section 4.  Transfers

     Stock of the corporation shall be transferable in the manner prescribed by
law and in these bylaws or in any agreement with the stockholder making the
transfer. Transfers of stock shall be made on the books of the corporation only
by the person named in the certificate or by his attorney lawfully constituted
in writing and upon the surrender of the certificate therefor, which shall be
canceled before a new certificate shall be issued.

Section 5.  Registered Owners

     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 required by law.

                                   ARTICLE VI

                               GENERAL PROVISIONS
                               ------------------

Section 1.  Insurance

     The corporation may 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 the General Corporation Law of Delaware.

<PAGE>

Section 2.  Dividends

     Subject to limitations contained in the General Corporation Law of the
State of Delaware and the certificate of incorporation, the Board of Directors
may declare and pay dividends upon the shares of capital stock of the
corporation, which dividends may be paid either in cash, securities of the
corporation or other property.

Section 3.  Fiscal Year

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

Section 4.  Corporate Seal

     The corporation may have a corporate seal in such form as prescribed by the
Board of Directors.

Section 5.  Amendments

     Subject to the provisions of the certificate of incorporation, these bylaws
may be altered, amended or repealed at any regular meeting of the stockholders
(or at any special meeting thereof duly called for that purpose) by a majority
vote of the shares represented and entitled to vote at such meeting; provided
that in the notice of such special meeting, notice of such purpose shall be
given.

     Subject to the laws of the State of Delaware, the certificate of
incorporation and these bylaws, the Board of Directors may by majority vote of
those present at any meeting at which a quorum is present amend the bylaws, or
enact such other bylaws as in their judgment may be advisable for the regulation
of the conduct of the affairs of the corporation.

Section 6.  Voting of Stock Owned by the Corporation

     The Board of Directors may authorize any person, on behalf of the
corporation, to attend, vote and grant proxies to be used at any meeting of
stockholders of any corporation (except this corporation) in which the
corporation may hold stock.

Section 7.  Construction and Definitions

     Unless the context requires otherwise, the general provisions, rules of
construction and definitions in the General Corporation Law of the State of
Delaware shall govern the construction of these bylaws.

<PAGE>

                                   ARTICLE VII

                                 INDEMNIFICATION
                                 ---------------

Section 1.  Indemnifications

     Subject to the provision's of the corporation's Amended and Restated
Certificate of Incorporation, the corporation, to the maximum extent permitted
by the Delaware General Corporation Law, shall indemnify its officers and
directors, and shall have the power to indemnify any of its employees and other
agents, against expenses, judgments, fines, settlements and other amounts
actually and reasonably incurred in connection with any proceeding or potential
proceeding arising out of the relationship and, to the maximum extent permitted
by law, the corporation shall have the power to advance the indemnified party's
defense expenses in any such proceeding.