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                                                              CENTEX EXHIBIT 3.2






                               CENTEX CORPORATION



                                    BY-LAWS








                            As Amended and Restated



                                  MAY 20, 1999


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                                TABLE OF CONTENTS
                                                                Page No.
                                                                --------

ARTICLE I      Offices ................................................1

ARTICLE II     Meetings of Stockholders ...............................1

ARTICLE III    Directors ..............................................6
               Meetings of the Board of Directors .....................7
               Committees of Directors ................................9
               Compensation of Directors .............................10


ARTICLE IV     Notices ...............................................10

ARTICLE V      Officers ..............................................11
               The Chairman of the Board .............................12
               The Vice Chairman of the Board ........................13
               The Chief Executive Officer ...........................13
               The President .........................................14
               The Vice Presidents ...................................14
               The Secretary and Assistant Secretary .................15
               The Treasurer and Assistant Treasurers ................15



                                       (i)


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Table of Contents (continued)


                                                                 Page No.
                                                                 --------


ARTICLE VI     Elimination of Director and Officer Liability
               and Indemnification of Officers, Directors
               and Others .............................................16


ARTICLE VII    Certificates for Shares ................................20

               Lost Certificates ......................................21

               Closing of Transfer Books and Fixing
               Record Date ............................................21

               Registered Stockholders ................................22


ARTICLE VIII   General Provisions .....................................22
               Report to Stockholders .................................23
               Checks .................................................23
               Fiscal Year ............................................23
               Seal ...................................................23
ARTICLE IX     Amendments .............................................24








                                      (ii)


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                               CENTEX CORPORATION
                             (A NEVADA CORPORATION)
                               (THE "CORPORATION")


                                     BY-LAWS
                                   ("By-Laws")

                                       ***

                                    ARTICLE I

                                     OFFICES

     Section 1. The registered office of the Corporation shall be located in
Carson City, County of Washoe, State of Nevada.

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

                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

     Section 1. All annual meetings of stockholders shall be held at the offices
of the Corporation in the City of Dallas, State of Texas, or at such other
place, within or without the State of Texas, as may be designated by the Board
of Directors and stated in the notice of the meeting or in a duly executed
waiver of notice thereof. Special meetings of stockholders may be held at such
place, within or without the State of Texas, and at such time 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 1999,
shall be held on such business day in July at 10:00 a.m. as may be designated by
the Board of Directors, or if the Board of


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Directors does not so designate an annual meeting date for any year then the
annual meeting for that year shall be held on the last Thursday of July if not a
legal holiday, and if a legal holiday, then on the next secular day following at
10:00 a.m. At such annual meeting, the stockholders 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 may be called only by the
Chairman of the Board or a majority of the directors of the Board of Directors.

     Section 4. Written or printed notice signed by the Chairman of the Board,
the President, a Vice President, the Secretary, or an Assistant Secretary and
stating the place, day and hour of the meeting of the stockholders and the
purpose or purposes for which the meeting is called shall be given to each
stockholder of record entitled to vote at such meeting either by delivering such
notice personally to such stockholder or by depositing such notice in the United
States mail addressed to the stockholder at his, her or its address as it
appears on the stock transfer books of the Corporation, with proper postage
prepaid, not less than ten (10) nor more than sixty (60) days before the day of
the meeting, by or at the direction of the Chairman of the Board, the President,
the Secretary, or the officer or person calling the meeting.

     Section 5. Business transacted at any special meeting shall be confined to
the purposes stated in the notice thereof.

     Section 6. The holders of a majority of the shares entitled to vote,
represented in person or by proxy, shall constitute a quorum at meetings of
stockholders except as otherwise provided in the Restated Articles of
Incorporation, as amended, of the Corporation (the "Articles of Incorporation").
If, however, a quorum shall not be present or represented at any meeting of the
stockholders, the stockholders 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 that might have been transacted at the meeting as
originally notified and called. The stockholders present at a duly organized
meeting may continue to transact business until adjournment notwithstanding the
withdrawal of some


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stockholders prior to adjournment.

     Section 7. The vote of the holders of a majority of the shares entitled to
vote and represented at a meeting at which a quorum is present shall be the act
of the meeting of stockholders, unless the vote of a greater number is required
by applicable and governing law or by the Articles of Incorporation for the
particular proposed action.

     Section 8. Each outstanding share, regardless of class, shall be entitled
to one (1) vote on each matter submitted to a vote at a meeting of stockholders,
except to the extent that the voting rights of the shares of any class or series
within a class are limited or denied by the Articles of Incorporation or by the
resolutions of the Board of Directors establishing such class or series pursuant
to the Articles of Incorporation. At any election for directors, every
stockholder entitled to vote at any such election shall have the right to vote,
in person or by proxy, the number of shares owned by him, her or it for as many
persons as there are directors to be elected and for whose election such
stockholder has a right to vote. Stockholders of the Corporation are expressly
prohibited from cumulating their votes in any election for directors of the
Corporation.

     Section 9. A stockholder may vote in person or may be represented and vote
by a proxy or proxies appointed by such stockholder by an instrument in writing.
In the event that any such instrument in writing shall designate two (2) or more
persons to act as proxies, and such instrument does not specify the manner in
which such proxies may exercise the powers conferred by such instrument, then 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. No such
appointment of proxy shall be valid except for the meeting (including all
adjourned sessions thereof) for which it was given. No such appointment of proxy
shall be valid after the expiration of six (6) months following the date of its
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 the earlier of eleven (11) months following the date of
its execution or the conclusion of the meeting (including all


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adjourned sessions thereof) for which such appointment of proxy was given.
Subject to the above, any appointment of proxy duly executed is not revoked and
continues in full force and effect until an instrument revoking it or a duly
executed appointment of proxy bearing a later date is filed with the Secretary
of the Corporation. Each appointment of proxy shall be revocable unless
expressly provided therein to be irrevocable.

     Section 10. The officer or agent having charge of the stock transfer books
shall make, at least ten (10) days before each meeting of stockholders, a
complete list of the stockholders entitled to vote at such meeting or any
adjournment thereof, arranged in alphabetical order, with the address of and
number of shares held by each. For a period of ten (10) days prior to such
meeting, such list shall be kept on file at the registered office of the
Corporation and shall be subject to inspection by any stockholder at any time
during the usual business hours. Such list shall also be produced and kept open
at the time and place of the meeting and shall be subject to the inspection of
any stockholder during the entire meeting. The original stock transfer books
shall be prima facie evidence as to who are the stockholders entitled to examine
such list or transfer book or to vote at any such meeting of stockholders.

     Section 11. Subject to the rights of the holders of the preferred stock or
any other class or series of stock that may have a preference over the common
stock as to dividends or upon liquidation, 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 stockholders of the Corporation and may not
be effected by any consent in writing by such stockholders.

     Section 12. Voting at meetings of stockholders may be oral or by ballot at
the discretion of the Chairman of the meeting, except that such voting shall be
by written ballot if a vote by written ballot is demanded by a majority of the
stockholders present at such meeting.

     Section 13. Subject to the rights of the 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 by the Board
of Directors or by any stockholder entitled to vote for the election or
directors. Any


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stockholder entitled to vote for the election of directors at a meeting may
nominate persons for election as directors only if written notice of such
stockholder's intent to make such nomination is given, either by personal
delivery or by United States mail, postage prepaid, to the Secretary of the
Corporation not later than (a) with respect to an election to be held at an
annual meeting of stockholders, ninety (90) days in advance of such meeting, and
(b) with respect to an election to be held at a special meeting of stockholders
for the election of directors, the close of business on the seventh (7th) day
following the date on which notice of such meeting is first given to
stockholders. Each such notice shall set forth: (a) the name and address of the
stockholder who intends to make the nomination and of the person or persons to
be nominated; (b) a representation that the stockholder is a holder of record of
stock of the Corporation entitled to vote at such meeting and intends to appear
in person or by proxy at the meeting to nominate the person or persons specified
in the notice; (c) a description of all arrangements or understandings between
the stockholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or nominations are to be
made by the stockholder; (d) such other information regarding each nominee
proposed by such stockholder as would have been required to be included in a
proxy statement filed pursuant to the proxy rules of the Securities and Exchange
Commission had each nominee been nominated, or intended to be nominated by the
Board of Directors; and (e) the consent of each nominee to serve as a director
of the Corporation if so elected. The Chairman of the meeting may refuse to
acknowledge the nomination of any person not made in accordance with the
foregoing procedure.

     Section 14. The Chairman of the Board shall have the power and authority to
limit attendance at any meeting of the stockholders to (a) the Corporation's
stockholders and (b) their validly appointed proxies.

     Section 15. The Chairman of the Board, or in his or her absence, the Vice
Chairman of the Board, shall be the chairman of any meeting of the stockholders
and shall determine the order of business and rules for the conduct of any such
meeting.


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                                   ARTICLE III
                                    DIRECTORS

     Section 1. The number of directors of the Corporation shall be not fewer
than three (3) nor more than thirteen (13) as shall be established from time to
time by resolution of the Board of Directors of the Corporation. Commencing with
the election of directors at the annual meeting of stockholders held in 1988,
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, with respect to the time for which they
severally hold office, into three (3) classes, as nearly equal in number as
possible, as determined by the Board of Directors, one class originally elected
for a term expiring at the annual meeting of stockholders held in 1989, another
class originally elected for a term expiring at the annual meeting of
stockholders held in 1990, and another class originally elected for a term
expiring at the annual meeting of stockholders held in 1991, with the members of
each class holding office for the term for which such members are elected and
until their successors are elected and qualified. At each annual meeting of the
stockholders of the Corporation, commencing with the successors of the class of
directors whose term expires at that meeting, directors shall be elected to hold
office for a term expiring at the annual meeting of stockholders held in the
third (3rd) year following the year of their election. Directors need not be
residents of the State of Nevada nor stockholders of the Corporation.

     Section 2. Subject to the rights of the holders of any class or series of
stock having a preference over the common stock as to dividends or upon
liquidation, newly created directorships resulting from any increase in the
number of directors and any vacancies on the Board of Directors resulting from
death, resignation, disqualification, removal or other cause shall be filled by
the affirmative vote of a majority of the remaining directors then in office,
even though less than a quorum, or by the sole remaining director. Any director
elected in accordance with the preceding sentence shall hold office for the
remainder of the full term of the class of directors in which the new
directorship was created or the vacancy occurred and until


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such director's successor shall have been elected and qualified. No decrease in
the number of directors constituting the Board of Directors shall shorten the
term of any incumbent director.

     Section 3. The business and affairs of the Corporation shall be managed by
its Board of Directors. The Board of Directors 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 and done by the stockholders.

     Section 4. Subject to the rights of the holders of any class or series of
stock having a preference over the common stock as to dividends or upon
liquidation, any director may be removed from office at any time, but only by
the affirmative vote of the holders of sixty-six and two-thirds percent (66
2/3%) or more of the combined voting power of the then outstanding shares of
stock entitled to vote generally in the election of directors, voting together
as a single class.

                       MEETINGS OF THE BOARD OF DIRECTORS

     Section 5. Meetings of the Board of Directors, regular or special, may be
held either within or without the State of Nevada.

     Section 6. The first meeting of each newly elected Board of Directors shall
be at such time and place as shall be fixed by the vote of the stockholders at
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 of the failure of the
stockholders to fix the time and place of such first meeting of the newly
elected Board of Directors, or in the event such meeting of the newly elected
Board of Directors 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.


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     Section 7. Regular meetings of the Board of Directors, commencing in July
1998, shall be held on the third Thursday of February, May, July and October in
each year, if not a legal holiday, and if a legal holiday, then on the next
secular day following, and in addition a fifth flexible meeting date shall be
determined from time to time by the Board of Directors. Each such meeting shall
be held at such time as shall be designated by the Chairman of the Board. At
such meetings, the Board of Directors may transact such business as may properly
come before the meetings; provided, however, that the Chairman of the Board may
designate a day in each such month other than the third Thursday as the date for
any such regular meeting.

     Section 8. Special meetings of the Board of Directors may be called by the
Chairman of the Board and shall be called by the Secretary on the written
request of two (2) of the directors. Written notice of special meetings of the
Board of Directors shall be given to each director at least twenty-four (24)
hours before the day of the meeting. Neither the business to be transacted at,
nor the purpose of, any regular or special meeting of the Board of Directors
need be specified in the notice or waiver of notice of such meeting.

     Section 9. A majority of the directors shall constitute a quorum for the
transaction of business. The act of at least a majority of the directors present
at a meeting at which a quorum is present shall be required to constitute the
act of the Board of Directors, unless a greater number is required or a lesser
number is permitted by the Articles 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. At such adjourned
meeting at which a quorum shall be present, any business may be transacted that
might have been transacted at the meeting as originally notified and called.

     Section 10. Any director may resign at any time by mailing or delivering or
by transmitting by telegram, cable, written notice or other such electronic
transmission of his or her resignation to the Board of Directors, the Chairman
of the Board, the President, or to the Secretary of the Corporation. Any such
resignation shall take effect at the time specified therein or, if no time is
specified therein, then such


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resignation shall take effect immediately upon the receipt thereof.

     Section 11. 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 a consent in writing, setting forth the action so taken, shall be
signed by all of the members of the Board of Directors or of such committee, as
the case may be, and such consent shall have the same force and effect as a
unanimous vote at a duly called and constituted meeting of the Board of
Directors or such committee. All such unanimous written consents shall be filed
with the minutes of the proceedings of the Board of Directors or such committee.

                             COMMITTEES OF DIRECTORS

     Section 12. The Board of Directors may, by resolution adopted by a majority
of the Board of Directors, designate one or more directors to constitute an
Executive Committee that, to the extent provided in such resolution (if not
expressly denied by applicable law or the Articles of Incorporation) 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 that may require it. Vacancies in
the membership of the Executive Committee shall be filled by resolution adopted
by a majority of the Board of Directors at a regular or special meeting of the
Board of Directors. The Executive Committee shall keep regular minutes of its
proceedings and report such minutes to the Board of Directors when required. The
designation of such committee and the delegation of authority thereto shall not
operate to relieve the Board of Directors or any member thereof of any
responsibility imposed on it, him or her by law.

     Section 13. The Board of Directors may, by resolution adopted by a majority
of the Board of Directors, designate one or more committees in addition to the
Executive Committee, each such other committee to consist of one or more
directors of the Corporation, which committee or committees, to the extent
provided in such resolution or resolutions (if not theretofore granted to the
Executive Committee and


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if not expressly denied by applicable law or the Articles of Incorporation),
shall have and may exercise all of the authority of the Board of Directors in
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.
Vacancies in the membership of any such committees shall be filled by resolution
adopted by a majority of the Board of Directors at a regular or special meeting
of the Board of Directors. Each committee shall keep regular minutes of its
proceedings and report such minutes to the Board of Directors when required. The
designation of such committees and the delegation thereto of authority shall not
operate to relieve the Board of Directors, or any member thereof, or any
responsibility imposed upon it, him or her by law.

                            COMPENSATION OF DIRECTORS

     Section 14. The directors may be paid their expenses, if any, of attendance
at each meeting of the Board of Directors and may be paid a fixed sum for
attendance at each meeting of the Board of Directors or a stated salary as
director or may be awarded stock options in lieu of cash payments or receive a
combination of stock options and cash payments, as the same may be determined
from time to time by the Board. 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 similar
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
respective addresses appearing on the books of the Corporation. Notice by mail
shall be deemed to be given at the time when such notice shall be mailed.


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Notice to directors may also be given by telegram, facsimile or other similar
electronic transmission, and shall be deemed delivered when such notice shall be
deposited at a telegraph office for transmission and all appropriate fees
therefor have been paid or upon receipt of confirmation of such similar
transmission.

     Section 2. Whenever any notice is required to be given to any stockholder
or director under the provisions of applicable law or of the Articles of
Incorporation or of these By-laws, a waiver thereof in writing signed by the
person or persons entitled to such notice, whether before or after the time
stated therein, shall be equivalent to the giving of such notice.

     Section 3. Attendance of a director at a meeting shall constitute a waiver
of notice of such meeting, except where a director attends a meeting for the
express purpose of objecting to the transaction of any business on the ground
that the meeting is not lawfully called or convened.

                                    ARTICLE V
                                    OFFICERS

     Section 1. The officers of the Corporation shall consist of a Chairman of
the Board, a Chief Executive Officer, a President, one or more Vice Presidents
(one or more of which may be designated Executive Vice President or Senior Vice
President), a Secretary and a Treasurer, each of whom shall be elected by the
Board of Directors. Any two (2) or more offices may be held by the same person,
except that one person shall not hold the offices of Chairman of the Board and
Secretary, Chief Executive Officer and Secretary or President and Secretary.

     Section 2. The Board of Directors, at its first meeting after each annual
meeting of stockholders, shall elect a Chairman of the Board, a Chief Executive
Officer, a President, one or more Vice Presidents (one or more of which may be
designated Executive Vice President or Senior Vice President), a Secretary and a
Treasurer, none of whom need be a member of the Board of Directors, except the
Chairman of the Board.

     Section 3. The Board of Directors or the Chairman of the Board may from
time to time elect or


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appoint a Controller and such assistant officers as the Board of Directors or
the Chairman of the Board, as the case may be, may deem necessary or desirable.
Any such elections or appointments made by the Chairman of the Board shall be
reported to the Board of Directors at its next succeeding regular meeting.

     Section 4. The salaries of all officers of the Corporation shall be fixed
by the Board of Directors.

     Section 5. Each officer and assistant officer of the Corporation shall hold
office until the next annual meeting of the Board of Directors or until his or
her successor is duly elected or appointed, or until his or her earliest death,
resignation or removal from such office. Any officer or member of any committee
elected or appointed by the Board of Directors may be removed by the Board of
Directors whenever in its judgment the best interests of the Corporation will be
served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed. Any vacancy occurring in any office of
the Corporation by death, resignation, removal or otherwise shall be filled by
the Board of Directors.

                            THE CHAIRMAN OF THE BOARD

     Section 6. The Chairman of the Board shall be selected from the members of
the Board of Directors of the Corporation. The Chairman of the Board shall
preside at meetings of the stockholders and the Board of Directors and shall see
that all orders and resolutions of the Board of Directors are carried into
effect. The Chairman of the Board shall have authority, without additional
authorization from the Board of Directors, to execute and deliver on behalf of
the Corporation all bonds, deeds, mortgages, contracts and other instruments and
documents (and if any such instrument requires the seal of the Corporation, then
under such seal) relating to the usual and ordinary business of the Corporation,
except where required by law to be otherwise executed, and except where the
execution thereof shall be expressly delegated by the Board of Directors to some
other officer or agent of the Corporation. During the absence or disability of
the Chairman of the Board, the Vice Chairman of the Board shall perform the
duties of the Chairman of the Board.


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                         THE VICE CHAIRMAN OF THE BOARD

     Section 7. The Vice Chairman of the Board shall be selected from the
members of the Board of Directors of the Corporation. The Vice Chairman of the
Board shall have authority, without additional authorization from the Board of
Directors, to execute and deliver on behalf of the Corporation all bonds, deeds,
mortgages, contracts and other instruments and documents (and if any such
instrument requires the seal of the Corporation, then under such seal) relating
to the usual and ordinary business of the Corporation, except where required by
law to be otherwise executed, and except where the execution thereof shall be
expressly delegated by the Board of Directors to some other officer or agent of
the Corporation. During the absence or disability of the Vice Chairman of the
Board, the Chief Executive Officer (if a different person) shall perform the
duties of the Vice Chairman of the Board.

                           THE CHIEF EXECUTIVE OFFICER

     Section 8. The Chief Executive Officer of the Corporation shall have
general and active management of the business of the Corporation and, subject to
the Chairman of the Board if a different person holds such office, shall see
that all orders and resolutions of the Board of Directors are carried into
effect. The Chief Executive Officer shall have such additional duties as may be
assigned to him or her from time to time by the Board of Directors or the
Chairman of the Board. The Chief Executive Officer shall have the same authority
as the Chairman of the Board to execute on behalf of the Corporation bonds,
deeds, mortgages and other instruments requiring a seal and contracts and other
documents.


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<PAGE>   17

                                  THE PRESIDENT

     Section 9. The President shall be the Chief Operating Officer of the
Corporation and shall assist the Chief Executive Officer in the general and
active management of the operations of the Corporation. The President shall have
such additional duties as may be assigned to him or her from time to time by the
Board of Directors, the Chairman of the Board or the Chief Executive Officer.
The President shall have the same authority as the Chairman of the Board and the
Chief Executive Officer to execute on behalf of the Corporation bonds, deeds,
mortgages and other instruments requiring a seal and contracts and other
documents. During any absence or disability of the Chief Executive Officer, the
President shall perform the duties of the Chief Executive Officer.

                               THE VICE PRESIDENTS

     Section 10. The Vice Presidents, in the order of their seniority, unless
otherwise determined by the Board of Directors, shall, in the absence or
disability of the President, perform the duties and exercise the powers of the
President. Executive Vice Presidents shall be senior to Senior Vice Presidents
and Vice Presidents. Senior Vice Presidents shall be senior to Vice Presidents.
They shall perform such other duties and have such other powers as the Board of
Directors, the Chairman of the Board, the Chief Executive Officer and the
President shall from time to time prescribe. The Vice Presidents shall have the
same authority as the Chairman of the Board, the Chief Executive Officer and the
President to execute on behalf of the Corporation bonds, deeds, mortgages and
other instruments requiring a seal and contracts and other documents.


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                      THE SECRETARY AND ASSISTANT SECRETARY

     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 stockholders of the Corporation and of the Board of
Directors in a book or books to be kept for that purpose and shall perform
similar duties for any committees of the Board of Directors when required. He or
she 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, the Chairman of the
Board, the Vice Chairman of the Board, the Chief Executive Officer or the
President. He or she shall keep in safe custody the seal of the Corporation and,
when authorized by the Board of Directors, affix such seal to any instrument
requiring it and, when so affixed, it may be attested by his or her signature or
by the signature of the Treasurer or an Assistant Secretary.

     Section 12. The Assistant Secretaries in the order of their seniority,
unless otherwise determined by the Board of Directors, shall, in the absence or
disability of the Secretary, perform the duties and exercise the powers of the
Secretary. They shall perform such other duties and have such other powers as
the Board of Directors, the Chairman of the Board, the Vice Chairman of the
Board, the Chief Executive Officer, the President or the Secretary may from time
to time prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

     Section 13. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors.

     Section 14. The Treasurer shall disburse the funds of the Corporation as
may be ordered or


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<PAGE>   19

authorized by the Board of Directors, taking proper vouchers of such
disbursements, and shall render to the Chairman of the Board, the Chief
Executive Officer, the President and the Board of Directors at its regular
meetings or when the Board of Directors so requires an account of all of his or
her transactions as Treasurer and of the financial condition of the Corporation.
He or she shall have such other duties as may be prescribed from time to time by
the Board of Directors, the Chairman of the Board, the Vice Chairman of the
Board, the Chief Executive Officer and the President.

     Section 15. If required by the Board of Directors, the Treasurer shall give
the Corporation a bond 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 or her office and for the restoration to the Corporation, in case
of death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his or her possession or
under his or her control belonging to the Corporation.

     Section 16. The Assistant Treasurers in the order of their seniority,
unless otherwise determined by the Board of Directors, shall, in the absence or
disability of the Treasurer, perform the duties and exercise the powers of the
Treasurer. They shall perform such other duties and have such other powers as
the Board of Directors, the Chairman of the Board, the Vice Chairman of the
Board, the Chief Executive Officer, the President or the Treasurer may from time
to time prescribe.

                                   ARTICLE VI
                       ELIMINATION OF DIRECTOR AND OFFICER
                        LIABILITY AND INDEMNIFICATION OF
                         OFFICERS, DIRECTORS AND OTHERS

     Section 1. Elimination of Director or Officer Liability. No director or
officer of the Corporation shall be personally liable to the Corporation or any
of its stockholders for damages for breach of fiduciary duty as a director or
officer involving any act or omission of any such director or officer occurring
on or after


                                      -16-
<PAGE>   20

July 15, 1987; provided, however, that the foregoing provision shall not
eliminate or limit the liability of a director or officer (a) for acts or
omissions that involve intentional misconduct, fraud or a knowing violation of
law or (b) the payment of dividends in violation of Section 78.300 of the Nevada
Revised Statutes.

     Section 2. Indemnification. 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 or she 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, or by reason of the fact that he or
she is or was a director, officer or employee of the Corporation serving in any
fiduciary capacity with respect to any profit sharing, pension or other type of
welfare plan or trust for the benefit of employees of the Corporation or any
subsidiary of the Corporation, against expenses (including attorneys' fees),
judgments, fines, and amounts paid in settlement actually and reasonably
incurred by him or her in connection with the action, suit or proceeding, if he
or she acted in good faith and in a manner which he or she reasonably believed
to be in or not opposed to the best interests of the Corporation or of such
employee benefit plan or trust, and, with respect to any criminal action or
proceeding had no reasonable cause to believe his or her conduct was unlawful.
The termination of any action, suit or proceeding by judgment, order, settlement
or 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 or she reasonably believed to be in or not opposed to the best
interests of the Corporation, or of such employee benefit plan or trust, and
that, with respect to any criminal action or proceeding, he or she had
reasonable cause to believe that his or her conduct was unlawful.

     Section 3. 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 or by or in the right of
any employee benefit plan or trust to procure a judgment in its favor by reason
of the


                                      -17-
<PAGE>   21

fact that he or she 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, or by reason of the fact that he or she is
or was a director, officer or employee of the Corporation serving in any
fiduciary capacity with respect to any profit sharing, pension or other type of
welfare plan or trust for the benefit of employees of the Corporation or any
subsidiary of the Corporation, against expenses, including amounts paid in
settlement and attorneys' fees, actually and reasonably incurred by him or her
in connection with the defense or settlement of the action or suit if he or she
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of the Corporation or of such employee benefit
plan or trust. Indemnification may not be made for any claim, issue or matter as
to which such a person has been adjudged by a court of competent jurisdiction,
after exhaustion of all appeals therefrom, to be liable to the Corporation or of
such employee benefit plan or trust, or for amounts paid in settlement to the
Corporation, unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.

     Section 4. 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 Sections 2 and 3 of this Article VI,
or in defense of any claim, issue or matter therein, he or she must be
indemnified by the Corporation against expenses (including attorneys' fees)
actually and reasonably incurred by him or her in connection with the defense.

     Section 5. Any indemnification under Sections 2 and 3 of this Article VI,
unless ordered by a court or advanced pursuant to Section 6 of this Article VI,
must 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. The determination must be made: (a) by the Board
of Directors by majority vote of a quorum consisting of directors who were not
parties to the action, suit or proceeding; (b) if


                                      -18-
<PAGE>   22

a majority vote of a quorum consisting of directors who were not parties to the
action, suit or proceeding so orders, by independent legal counsel in a written
opinion; (c) if a quorum consisting of directors who were not parties to the
action, suit or proceeding cannot be obtained, by independent legal counsel in a
written opinion; or (d) by the stockholders.

     Section 6. The expenses of officers and directors incurred in defending a
civil or criminal action, suit or proceeding must be paid by the Corporation as
they are incurred and in advance of the final disposition of the action, suit or
proceeding upon receipt of an undertaking by or on behalf of the director or
officer to repay the amount if it shall be determined by a court of competent
jurisdiction that he or she is not entitled to be indemnified by the
Corporation. The provisions of this Section 6 do not affect any rights to
advancement of expenses to which corporate personnel other than directors or
officers may be entitled under any contract or otherwise.

     Section 7. The indemnification and advancement of expenses authorized in or
ordered by a court pursuant to this Article VI: (a) shall not be deemed
exclusive of any other rights to which a person seeking indemnification or
advancement of expenses may be entitled under any By-law, agreement, vote of
stockholders, disinterested directors, or otherwise, for either an action in his
or her official capacity or an action in another capacity while holding his or
her office, except that indemnification, unless ordered by a court pursuant to
Section 3 of this Article VI, or for the advancement of expenses made pursuant
to Section 6 of this Article VI, may not be made to or on behalf of any director
or officer if a final adjudication establishes that his or her acts or omissions
involved intentional misconduct, fraud or a knowing violation of the law and was
material to the cause of action; and (b) continues for a person who has ceased
to be a director, officer, employee or agent and inures to the benefit of the
heirs, executors and administrators of such a person.

     Section 8. The Corporation shall have power to purchase and maintain
insurance or make other financial arrangements 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


                                      -19-
<PAGE>   23

of another corporation, partnership, joint venture, trust or other enterprise or
is or was a director, officer or employee of the Corporation serving in any
fiduciary capacity with respect to any profit sharing, pension or other type of
welfare plan or trust for the benefit of employees of the Corporation or any
subsidiary of the Corporation, for any liability asserted against him or her and
any liability and expenses incurred by him or her in any such capacity or
arising out of his or her status as such.

                                   ARTICLE VII
                             CERTIFICATES FOR SHARES

     Section 1. The Corporation shall deliver certificates representing all
shares to which stockholders are entitled; such certificates shall be signed by
the Chairman of the Board, or the President, or a Vice President, and the
Secretary or an Assistant Secretary of the Corporation, and may be sealed with
the seal of the Corporation or a facsimile thereof. No certificate shall be
issued for any share until the consideration therefor has been fully paid. Such
certificate representing shares shall state upon the face thereof that the
Corporation is organized under the laws of the State of Nevada, the name of the
person to whom issued, the number and class and the designation of the series,
if any, which such certificate represents, and may, in addition, state upon the
face thereof the par value of each share represented by such certificate or that
the shares are without par value.

     Section 2. The signatures of the Chairman of the Board, the President or
Vice President and the Secretary or Assistant Secretary upon a certificate may
be facsimiles, if the certificate is countersigned by a transfer agent and
registered by a registrar, other than the Corporation itself or an employee of
the Corporation. In case any officer who has signed or whose facsimile signature
has been placed upon such certificate shall have ceased to be such officer
before such certificate is issued, it may be issued by the Corporation with the
same effect as if he or she were such officer at the date of issuance.


                                      -20-
<PAGE>   24

                                LOST CERTIFICATES

     Section 3. The Board of Directors may direct a new certificate or
certificates to be issued or empower the Corporation's transfer agent to issue a
new certificate or certificates in place of any certificate or certificates
theretofore issued by the Corporation that are alleged to have been lost or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate 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 or her 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 or destroyed.

     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 AND FIXING RECORD DATE

     Section 5. For the purpose of determining 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 in order to make a determination
of stockholders for any other proper purpose, the Board of Directors may provide
that the stock transfer books shall be closed for a stated period not to exceed,
in any case, sixty (60) days. If the stock transfer books shall be closed for
the purpose of determining stockholders entitled to notice of or to vote at a
meeting of stockholders, such books shall be closed for at least ten (10) days
immediately preceding such meeting. In lieu of closing the stock transfer books,
the Board of Directors may


                                      -21-
<PAGE>   25

fix in advance a date as the record date for any such determination of
stockholders, such date in any case to be not more than sixty (60) days, and, in
case of a meeting of stockholders, not less than ten (10) days, prior to the
date on which the particular action requiring such determination of stockholders
is to be taken. If the stock transfer books are not closed and no record date is
fixed for the determination of stockholders entitled to notice of or to vote at
a meeting of stockholders, or stockholders entitled to receive payment of a
dividend, the date on which the notice of the meeting is mailed or the date on
which the resolution of the Board of Directors declaring such dividend is
adopted, as the case may be, shall be the record date for such determination of
stockholders. When a determination of stockholders entitled to vote at any
meeting of stockholders has been made as provided in this section, such
determination shall apply to any adjournment thereof, except where the
determination has been made through the closing of stock transfer books and the
stated period of closing has expired.

                             REGISTERED STOCKHOLDERS

     Section 6. The Corporation shall be entitled to recognize the exclusive
rights of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, 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 the State of Nevada.

                                  ARTICLE VIII
                               GENERAL PROVISIONS

     Section 1. The Board of Directors may declare and the Corporation may pay
dividends on its outstanding shares in cash, property, or its own shares
pursuant to law and subject to the provisions of its


                                      -22-
<PAGE>   26

Articles of Incorporation.

     Section 2. The Board of Directors may by resolution create a reserve or
reserves out of earned surplus for any proper purpose or purposes, and may
abolish any such reserve in the same manner.

                             REPORT TO STOCKHOLDERS

     Section 3. The Board of Directors must, when required by the holders of at
least one-third (1/3) of the outstanding shares of the Corporation, present
written reports of the situation and amount of business of the Corporation.

                                     CHECKS

     Section 4. 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
may from time to time be designated by the Board of Directors or by such
officers of the Corporation who may be authorized by the Board of Directors to
make such designations.

                                  FISCAL YEAR

     Section 5. The fiscal year of the Corporation shall be fixed by the
resolution of the Board of Directors.

                                      SEAL

     Section 6. The corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization and the words "Corporate Seal,
Nevada". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any other manner reproduced.


                                      -23-
<PAGE>   27

                                   ARTICLE IX
                                   AMENDMENTS

     Section 1. These By-laws may be altered, amended or repealed or rescinded,
or new by-laws may be adopted, by the vote of a majority of the entire Board of
Directors at any meeting thereof, provided that such proposed action in respect
thereof shall be stated in the notice of such meeting. The stockholders of the
Corporation shall have the power to alter, amend, repeal or rescind any
provision of these By-laws, or adopt new by-laws, only to the extent and in the
manner provided in the following sentence. In addition to any requirements of
law and any other provision of these By-laws or the Corporation's Articles of
Incorporation or any resolution or resolutions of the Board of Directors adopted
pursuant to Article VIII of the Corporation's Articles of Incorporation (and
notwithstanding the fact that a lesser percentage may be specified by law, these
By-laws, the Corporation's Articles of Incorporation or any such resolution or
resolutions), the affirmative vote of the holders of sixty-six and two-thirds
percent (66 2/3%) or more of the combined voting power of the then outstanding
shares of stock entitled to vote generally in the election of directors, voting
together as a single class, shall be required to alter, amend, repeal or rescind
any provision of these By-laws, or adopt new by-laws.


                                      -24-