EXHIBIT 3.2
                                BYLAWS
                                  OF
                          GIANT INDUSTRIES, INC.
                 (hereinafter called the "Corporation"),
                      as amended September 9, 1999

                               ARTICLE I
                                OFFICES

	SECTION 1. REGISTERED OFFICE. The registered office of the
Corporation shall be in the City of Wilmington, County of New Castle,
State of Delaware.

     SECTION 2. OTHER OFFICES. The Corporation may also have offices
at such other places both within and without the State of Delaware as
the Board of Directors may from time to time determine.

                              ARTICLE II
                       MEETINGS OF STOCKHOLDERS

     SECTION 1. PLACE OF MEETINGS. Meetings of the stockholders for
the election of directors or for any other purpose shall be held at
such time and place, either within or without the State of Delaware,
as shall be designated from time to time by the Board of Directors and
stated in the notice of the meeting or in a duly executed waiver of
notice thereof.

     SECTION 2. ANNUAL MEETINGS. The Annual Meetings of Stockholders
shall be held on such date and at such time as shall be designated
from time to time by the Board of Directors and stated in the notice
of the meeting, at which meetings the stockholders shall elect, in
accordance with Section 1 of Article III of these Bylaws, by a
majority vote those Directors belonging to the class or classes of
directors to be elected at such meeting, and transact such other
business as may properly be brought before the meeting. Written notice
of the Annual Meeting stating the place, date and hour of the meeting
shall be given to each stockholder entitled to vote at such meeting
not less than ten (10) nor more than sixty (60) days before the date
of the meeting.

     SECTION 3. SPECIAL MEETINGS. Unless otherwise prescribed by law
or by the Amended and Restated Certificate of Incorporation, Special
Meetings of Stockholders may be called only by the Chairman of the
Board, if there be one, the President or the Board of Directors
pursuant to a resolution adopted by a majority of the entire board of
directors (whether or not there exist any vacancies in previously
authorized directorships at the time any such resolution is presented
to the Board of Directors for adoption). Written notice of a Special
Meeting stating the place, date and hour of the meeting and the
purpose or purposes for which the meeting is called shall be given not
less than ten (10) nor more than sixty (60) days before the date of
the meeting to each stockholder entitled to vote at such meeting.
Business transacted at all special meetings shall be confined to the
objects stated in the call.

     SECTION 4. QUORUM. Except as otherwise provided by law or by the
Amended and Restated Certificate of Incorporation, the holders of a
majority of the capital stock issued and outstanding and entitled to
vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the
transaction of business. If, however, such quorum shall not be present
or represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or represented by proxy,
shall have power to adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be
present or represented. At such adjourned meeting at which a quorum
shall be present or represented, any business may be transacted which
might have been transacted at the meeting as originally noticed. 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
entitled to vote at the meeting.

     SECTION 5. VOTING. Unless otherwise required by law, the Amended
and Restated Certificate of Incorporation or these By-Laws, (i) any
question brought before any meeting of stockholders shall be decided
by the vote of the holders of a majority of the stock represented and
entitled to vote thereat and (ii) each stockholder represented at a
meeting of stockholders shall be entitled to cast one vote for each
share of the capital stock entitled to vote thereat held by such
stockholder. Such votes may be cast in person or by proxy but no proxy
shall be voted on or after three years from its date, unless such
proxy provides for a longer period. The Board of Directors, in its
discretion, or the officer of the Corporation presiding at a meeting
of stockholders, in his discretion, may require that any votes cast at
such meeting shall be cast by written ballot.

     SECTION 6. LIST OF STOCKHOLDERS ENTITLED TO VOTE. The officer of
the Corporation 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. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least ten (10) days prior to the
meeting, either at a place within the city where the meeting is to be
held, which place shall be specified in the notice of the meeting, or,
if not so specified, at the place where the meeting is to be held. The
list shall also be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any
stockholder of the Corporation who is present.

     SECTION 7. STOCK LEDGER. The stock ledger of the Corporation
shall be the only evidence as to who are the stockholders entitled to
examine the stock ledger, the list required by Section 6 of this
Article II or the books of the Corporation, or to vote in person or by
proxy at any meeting of stockholders.

     SECTION 8. NOTICE OF BUSINESS. At any meeting of stockholders,
only such business shall be conducted as shall have been brought
before the meeting (a) by or at the direction of the Board of
Directors or (b) by any stockholder of the Corporation who is a
stockholder of record at the time of giving of the notice provided for
in this Section 8 of this Article II, who shall be entitled to vote at
such meeting and who complies with the notice procedures set forth in
this Section 8 of this Article II. For business to be properly brought
before a meeting of stockholders by a stockholder, the stockholder
shall have given timely notice thereof in writing to the Secretary of
the Corporation. To be timely, a stockholder's notice shall be
delivered to or mailed and received at the principal executive offices
of the Corporation not less than ninety (90) days nor more than 120
days prior to the meeting; provided, however, that in the event that
less than 100 days' notice or prior public disclosure of the date of
the meeting is given or made to stockholders, notice by the
stockholder to be timely must be so received not later than the close
of business on the tenth day following the day on which such notice of
the date of the meeting was mailed or such public disclosure was made,
which ever first occurs. Such stockholder's notice to the Secretary
shall set forth as to each matter the stockholder proposes to bring
before the meeting (a) a brief description of the business desired to
be brought before the meeting, the reasons for conducting such
business at the meeting and, in the event that such business includes
a proposal to amend either the Amended and Restated Certificate of
Incorporation or By-Laws of the Corporation, the language of the
proposed amendment, (b) the name and address, as they appear on the
Corporation's books, of the stockholder proposing such business, (c)
the class and number of shares of capital stock of the Corporation
which are beneficially owned by such stockholder and (d) any material
interest of such stockholder in such business. Notwithstanding
anything in the By-Laws to the contrary, no business shall be
conducted at a stockholder meeting except in accordance with the
procedures set forth in this Section 8 of this Article II. The
Chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that business was not properly brought before
the meeting and in accordance with the provisions of the By-Laws, and
if he should so determine, he shall so declare to the meeting and any
such business not properly brought before the meeting shall not be
transacted. Notwithstanding the foregoing provisions of this Section 8
of this Article II, a stockholder shall also comply with all
applicable requirements of the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder with respect to the
matters set forth in this Section 8 of this Article II.

                            ARTICLE III
                             DIRECTORS

     SECTION 1. NUMBER AND ELECTION OF DIRECTORS. The business and
affairs of the Corporation shall be managed by or under the direction
of a Board of Directors consisting of not less than three nor more
than nine directors, the exact number of directors to be determined
from time to time by resolution adopted by the affirmative vote of a
majority of the directors then in office. The directors shall be
divided into three classes, designated Class I, Class II and Class
III. Each class shall consist, as nearly as may be possible, of one-
third of the total number of directors constituting the entire Board
of Directors. Immediately following the adoption by the Corporation of
the Amended and Restated Certificate of Incorporation, a majority of
the shares entitled to vote shall elect Class I directors for a one-
year term, Class II directors for a two-year term and Class III
directors for a three-year term. At each annual meeting of
stockholders beginning in 1990, successors to the class of directors
whose term expires at that annual meeting shall be elected for a
three-year term. If the number of directors is changed, any increase
or decrease shall be apportioned among the classes so as to maintain
the number of directors in each class as nearly equal as possible, but
in no case shall a decrease in the number of directors shorten the
term of any incumbent director. A director shall hold office until the
annual meeting for the year in which his term expires and until his
successor shall be elected and shall qualify, subject, however, to
prior death, resignation, retirement, disqualification or removal from
office.

     Notwithstanding the foregoing, whenever the holders of any one or
more classes or series of preferred stock issued by the Corporation,
if any, shall have the right, voting separately by class or series, to
elect directors at an annual or special meeting of stockholders, the
election, term of office, filling of vacancies and other features of
such directorships shall be governed by the terms of the Amended and
Restated Certificate of Incorporation applicable thereto, and such
Directors so elected shall not be divided into classes pursuant to
this Section 1 of this Article III unless expressly provided by such
terms.

     Directors of the Corporation may be removed by stockholders of
the Corporation only for cause.

     SECTION 2. VACANCIES. Any vacancy on the Board of Directors that
results from an increase in the number of directors may be filled by a
majority of the Board of Directors then in office, provided that a
quorum is present, and any other vacancy occurring in the Board of
Directors may be filled by a majority of the directors then in office,
even if less than a quorum, or by a sole remaining director. Any
director of any class elected to fill a vacancy resulting from an
increase in the number of directors in such class shall hold office
for a term that shall coincide with the remaining term of that class.
Any director elected to fill a vacancy not resulting from an increase
in the number of directors shall have the same remaining term as that
of his predecessor.

     SECTION 3. DUTIES AND POWERS. The business of the Corporation
shall be managed by or under the direction of the Board of Directors
which may exercise all such powers of the Corporation and do all such
lawful acts and things as are not by statute or by the Amended and
Restated Certificate of Incorporation or by these By-Laws directed or
required to be exercised or done by the stockholders.

     SECTION 4. MEETINGS. The Board of Directors of the Corporation
may hold meetings, both regular and special either within or without
the State of Delaware. Regular meetings of the Board of Directors may
be held without notice at such time and at such place as may from time
to time be determined by the Board of Directors. Special meetings of
the Board of Directors may be called by the Chairman, if there be one,
the President or any two directors. Notice thereof stating the place,
date and hour of the meeting shall be given to each director either by
mail not less than forty-eight (48) hours before the date of the
meeting, by telephone, electronic facsimile or telegram on twenty-four
(24) hours' notice, or on such shorter notice as the person or persons
calling such meeting may deem necessary or appropriate in the
circumstances.

     SECTION 5. QUORUM. Except as may be otherwise specifically
provided by law, the Amended and Restated Certificate of Incorporation
or these By-Laws, at all meetings of the Board of Directors, a
majority of the entire Board 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 a quorum shall be
the act of the Board of Directors. If a quorum shall not be present at
any meeting of the Board of Directors, the directors present thereat
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.

     SECTION 6. ACTIONS OF BOARD. Unless otherwise provided by the
Amended and Restated Certificate of Incorporation or these By-Laws,
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 the members of the Board of Directors 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 of
Directors or committee.

     SECTION 7. MEETINGS BY MEANS OF CONFERENCE TELEPHONE. Unless
otherwise provided by the Amended and Restated Certificate of
Incorporation or these By-Laws, 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 by means of a conference telephone or similar
communications equipment by means of which all persons participating
in the meeting can hear each other, and participation in a meeting
pursuant to this Section 7 of this Article III shall constitute
presence in person at such meeting.

     SECTION 8. COMMITTEES. The Board of Directors may, by resolution
passed by a majority of the entire Board of Directors, designate one
or more committees, each committee to consist of one or more of the
directors of the Corporation. The Board of Directors may designate one
or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of any such
committee. In the absence or disqualification of a member of a
committee, and in the absence of a designation by the Board of
Directors of an alternate member to replace the absent or disqualified
member, 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 absent or
disqualified member. Except as may be otherwise specifically provided
by law, the Amended and Restated Certificate of Incorporation or these
Bylaws, at all meetings of any committee, a majority of the entire
committee shall constitute a quorum for the transaction of business,
and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the committee. If a quorum
shall not be present at any meeting of any committee, 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. Any committee, to the extent allowed by law and provided in
the resolution establishing such committee, 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. Each
committee shall keep regular minutes and report to the Board of
Directors when required.

     SECTION 9. COMPENSATION. 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. No such
payment shall preclude any director from serving the Corporation in
any other capacity and receiving compensation therefor. Members of
special or standing committees may be allowed like compensation for
attending committee meetings.

     SECTION 10. 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 director or officer is present at or participates in the
meeting of the Board of Directors or committee thereof which
authorizes the contract or transaction, or solely because his or their
votes are counted for such purpose if (i) the material facts as to his
or their relationship or interest and as to the contract or
transaction are disclosed or are known to the Board of Directors or
the committee, and the Board of Directors or committee in good faith
authorizes the contract or transaction by the affirmative votes of a
majority of the disinterested directors, even though the disinterested
directors be less than a quorum; or (ii) the material facts as to his
or their relationship or interest and as to the contract or
transaction are disclosed or are known to the stockholders entitled to
vote thereon, and the contract or transaction is specifically approved
in good faith by vote of the stockholders, or (iii) the contract or
transaction is fair as to the Corporation as of the time it is
authorized, approved or ratified, by the Board 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.

                            ARTICLE IV
                             OFFICERS

     SECTION 1. GENERAL. The officers of the Corporation shall be
chosen by the Board of Directors and shall be a President, a Secretary
and a Treasurer. The Board of Directors, in its discretion, may also
choose a Chairman of the Board of Directors (who must be a director)
and one or more Vice Presidents, Assistant Secretaries, Assistant
Treasurers and other officers. Any number of offices may be held by
the same person, unless otherwise prohibited by law, the Amended and
Restated Certificate of Incorporation or these By-Laws. The officers
of the Corporation need not be stockholders of the Corporation nor,
except in the case of the Chairman of the Board of Directors, need
such officers be directors of the Corporation.

     SECTION 2. ELECTION. The Board of Directors at its first meeting
held after each Annual Meeting of Stockholders shall elect the
officers of the Corporation, who shall hold their offices for such
terms and shall exercise such powers and perform such duties as shall
be determined from time to time by the Board of Directors; and all
officers of the Corporation shall hold office until their successors
are chosen and qualified, or until their earlier resignation or
removal. Any officer elected by the Board of Directors may be removed
at any time by the affirmative vote of a majority of the Board of
Directors. Any vacancy occurring in any office of the Corporation
shall be filled by the Board of Directors. The salaries of all
officers of the Corporation shall be fixed by the Board of Directors.

     SECTION 3. Voting Securities Owned by the Corporation. Powers of
attorney, proxies, waivers of notice of meeting, consents and other
instruments relating to securities owned by the Corporation may be
executed in the name of and on behalf of the Corporation by the
President or any Vice President and any such officer may, in the name
of and on behalf of the Corporation, take all such action as any such
officer may deem advisable to vote in person or by proxy at any
meeting of security holders of any corporation in which the
Corporation may own securities and at any such meeting shall possess
and may exercise any and all rights and powers incident to the
ownership of such securities and which, as the owner thereof, the
Corporation might have exercised and possessed if present. The Board
of Directors may, by resolution, from time to time confer like powers
upon any other person or persons.

     SECTION 4. CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman of
the Board of Directors, if there be one, shall preside at all meetings
of the stockholders and of the Board of Directors. He shall be the
Chief Executive Officer of the Corporation, and except where by law
the signature of the President is required, the Chairman of the Board
of Directors shall possess the same power as the President to sign all
contracts, certificates and other instruments of the Corporation which
may be authorized by the Board of Directors. During the absence or
disability of the President, the Chairman of the Board of Directors
shall exercise all the powers and discharge all the duties of the
President. The Chairman of the Board of Directors shall also perform
such other duties and may exercise such other powers as from time to
time may be assigned to him by these By-Laws or by the Board of
Directors.

     SECTION 5. PRESIDENT. The President shall, subject to the control
of the Board of Directors and, if there be one, the Chairman of the
Board of Directors, have general supervision of the business of the
Corporation and shall see that all orders and resolutions of the Board
of Directors are carried into effect. He shall execute all bonds,
mortgages, contracts and other instruments of the Corporation
requiring a seal, under the seal of the Corporation, except where
required or permitted by law to be otherwise signed and executed and
except that the other officers of the Corporation may sign and execute
documents when so authorized by these By-Laws, the Board of Directors
or the President. In the absence or disability of the Chairman of the
Board of Directors, or if there be none, the President shall preside
at all meetings of the stockholders and the Board of Directors. If
there be no Chairman of the Board of Directors, the President shall be
the Chief Executive Officer of the Corporation. The President shall
also perform such other duties and may exercise such other powers as
from time to time may be assigned to him by these By-Laws or by the
Board of Directors.

     SECTION 6. VICE PRESIDENTS. At the request of the President or in
his absence or in the event of his inability or refusal to act (and if
there be no Chairman of the Board of Directors), the Vice President or
the Vice Presidents if there is more than one (in the order designated
by the Board of Directors) shall perform the duties of the President,
and when so acting, shall have all the powers of and be subject to all
the restrictions upon the President. Each Vice President shall perform
such other duties and have such other powers as the Board of Directors
from time to time may prescribe. If there be no Chairman of the Board
of Directors and no Vice President, the Board of Directors shall
designate the officer of the Corporation who, in the absence of the
President or in the event of the inability or refusal of the President
to act, shall perform the duties of the President, and when so acting,
shall have all the powers of and be subject to all the restrictions
upon the President.

     SECTION 7. SECRETARY. The Secretary shall attend all meetings of
the Board of Directors and all meetings of stockholders and record all
the proceedings thereat in a book or books to be kept for that
purpose; the Secretary shall also perform like duties for the standing
committees when required. The Secretary shall give, or cause to be
given, notice of all meetings of the stockholders and special meetings
of the Board of Directors, and shall perform such other duties as may
be prescribed by the Board of Directors or President, under whose
supervision he shall be. If the Secretary shall be unable or shall
refuse to cause to be given notice of all meetings of the stockholders
and special meetings of the Board of Directors, and if there be no
Assistant Secretary, then either the Board of Directors or the
President may choose another officer to cause such notice to be given.
The Secretary shall have custody of the seal of the Corporation and
the Secretary or any Assistant Secretary, if there be one, shall have
authority to affix the same to any instrument requiring it and when so
affixed, it may be attested by the signature of the Secretary or by
the signature of any such Assistant Secretary. The Board of Directors
may give general authority to any other officer to affix the seal of
the Corporation and to attest the affixing by his signature. The
Secretary shall see that all books, reports, statements, certificates
and other documents and records required by law to be kept or filed
are properly kept or filed, as the case may be.

     SECTION 8. TREASURER. 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. The Treasurer shall
disburse the funds of the Corporation as may be ordered by the Board
of Directors, taking proper vouchers for such disbursements, and shall
render to the President and the Board of Directors, at its regular
meetings, or when the Board of Directors so requires, an account of
all his transactions as Treasurer and of the financial condition of
the Corporation. 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 office and for the
restoration to the Corporation, in case of his death, resignation,
retirement or removal from office, of all books, papers, vouchers,
money and other property of whatever kind in his possession or under
his control belonging to the Corporation.

     SECTION 9. ASSISTANT SECRETARIES. Except as may be otherwise
provided in these By-Laws, Assistant Secretaries, if there be any,
shall perform such duties and have such powers as from time to time
may be assigned to them by the Board of Directors, the President, any
Vice President, if there be one, or the Secretary, and in the absence
of the Secretary or in the event of his disability or refusal to act,
shall perform the duties of the Secretary, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
Secretary.

     SECTION 10. ASSISTANT TREASURERS. Assistant Treasurers, if there
be any, shall perform such duties and have such powers as from time to
time may be assigned to them by the Board of Directors, the President,
any Vice President, if there be one, or the Treasurer, and in the
absence of the Treasurer or in the event of his disability or refusal
to act, shall perform the duties of the Treasurer, and when so acting,
shall have all the powers of and be subject to all the restrictions
upon the Treasurer. If required by the Board of Directors, an
Assistant 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 office and
for the restoration to the Corporation, in case of his death,
resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession
or under his control belonging to the Corporation.

     SECTION 11. OTHER OFFICERS. Such other officers as the Board of
Directors may choose shall perform such duties and have such powers as
from time to time may be assigned to them by the Board of Directors.
The Board of Directors may delegate to any other officer of the
Corporation the power to choose such other officers and to prescribe
their respective duties and powers.

                             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 Chairman of the Board of Directors,
the President or a Vice President and (ii) by the Treasurer or an
Assistant Treasurer, or the Secretary or an Assistant Secretary of the
Corporation, certifying the number of shares owned by him in the
Corporation.

     SECTION 2. SIGNATURES. Where a certificate is countersigned by
(i) a transfer agent other than the Corporation or its employee, or
(ii) a registrar other than the Corporation or its employee, any other
signature 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.

     SECTION 3. LOST CERTIFICATES. The Board of Directors may direct 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 of stock to be lost, stolen or destroyed.
When authorizing such issue of a new certificate, the Board of
Directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or destroyed
certificate, or his legal representative, to advertise the same in
such manner as the Board of Directors shall require and/or to give the
Corporation a bond in such sum as it may direct as indemnity against
any claim that may be made against the Corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.

     SECTION 4. TRANSFERS. Stock of the Corporation shall be
transferable in the manner prescribed by law and in these By-Laws.
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 cancelled before a new certificate shall be
issued.

     SECTION 5. RECORD DATE. 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) days nor less
than ten (10) days before the date of such meeting, nor more than
sixty (60) days prior to any other action. 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 6. BENEFICIAL 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 provided by
law.

                          ARTICLE VI
                           NOTICES

     SECTION 1. NOTICES. Whenever written notice is required by law,
the Amended and Restated Certificate of Incorporation or these By-
Laws, to be given to any director, member of a committee or
stockholder, such notice may be given by mail, addressed to such
director, member of a committee or stockholder, at his address as it
appears on the records of the Corporation, with postage thereon
prepaid, and such notice shall be deemed to be given at the time when
the same shall be deposited in the United States mail. Written notice
may also be given personally or by electronic facsimile, telegram,
telex or cable.

     SECTION 2. WAIVERS OF NOTICE. Whenever any notice is required by
law, the Amended and Restated Certificate of Incorporation or these
By-Laws, to be given to any director, member of a committee or
stockholder, a waiver thereof in writing, signed, by the person or
persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.

                          ARTICLE VII
                       GENERAL PROVISIONS

     SECTION 1. DIVIDENDS. Dividends upon the capital stock of the
Corporation, subject to the provisions of the Amended and Restated
Certificate of Incorporation, if any, may be declared by the Board of
Directors at any regular or special meeting, and may be paid in cash,
in property, or in shares of the capital stock. Before payment of any
dividend, there may be set aside out of any funds of the Corporation
available for dividends such sum or sums as the Board of Directors
from time to time, in its absolute discretion, deems proper as a
reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the
Corporation, or for any proper purpose, and the Board of Directors may
modify or abolish any such reserve.

     SECTION 2. DISBURSEMENTS. All checks or demands for money and
notes of the Corporation shall be signed by such officer or officers
or such other person or persons as the Board of Directors may from
time to time designate.

     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 corporate seal shall have
inscribed thereon the name of the Corporation, the year of its
organization and the words "Corporate Seal, Delaware." The seal may be
used by causing it or a facsimile thereof to be impressed or affixed
or reproduced or otherwise.

                          ARTICLE VIII
                        INDEMNIFICATION

     SECTION 1. POWER TO INDEMNIFY IN ACTIONS, SUITS OR PROCEEDINGS
OTHER THAN THOSE BY OR IN THE RIGHT OF THE CORPORATION. Subject to
Section 3 of this Article VIII, the Corporation shall indemnify any
person who was or is a party or is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than
an action by or in the right of the Corporation) by reason of the fact
that he is or was a director or officer 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, employee benefit plan or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with
such action, suit or proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner
which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was
unlawful.

     SECTION 2. POWER TO INDEMNIFY IN ACTIONS, SUITS OR PROCEEDINGS BY
OR IN THE RIGHT OF THE CORPORATION. Subject to Section 3 of this
Article VIII, the Corporation shall indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the Corporation to
procure a judgment in its favor by reason of the fact that he is or
was a director or officer, 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,
employee benefit plan or other enterprise against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation; except that no
indemnification shall be made in respect of any claim, issue or matter
as to which such person shall have been adjudged to be liable to the
Corporation unless and only to the extent that the Court of Chancery
or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.

     SECTION 3. AUTHORIZATION OF INDEMNIFICATION. Any indemnification
under this Article VIII (unless ordered by a court) shall be made by
the Corporation only as authorized in the specific case upon a
determination that indemnification of the director or officer is
proper in the circumstances because he has met the applicable standard
of conduct set forth in Section 1 or Section 2 of this Article VIII,
as the case may be. Such determination shall be made (i) by the Board
of Directors by a majority vote of a quorum consisting of directors
who were not parties to such action, suit or proceeding, or (ii) if
such a quorum is not obtainable, or, even if obtainable, a quorum of
disinterested directors so directs, by independent legal counsel in a
written opinion, or (iii) by the stockholders. To the extent, however,
that a director or officer of the Corporation has been successful on
the merits or otherwise in defense of any action, suit or proceeding
described above, or in defense of any claim, issue or matter therein,
he shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith,
without the necessity of authorization in the specific case.

     SECTION 4. GOOD FAITH DEFINED. For purposes of any determination
under Section 3 of this Article VIII, a person shall be deemed to have
acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the Corporation, or, with respect
to any criminal action or proceeding, to have had no reasonable cause
to believe his conduct was unlawful, if his action is based on the
records or books of account of the Corporation or another enterprise,
or on information supplied to him by the officers of the Corporation
or another enterprise in the course of their duties, or on the advice
of legal counsel for the Corporation or another enterprise or on
information or records given or reports made to the Corporation or
another enterprise by an independent certified public accountant or by
an appraiser or other expert selected with reasonable care by the
Corporation or another enterprise. The term "another enterprise" as
used in this Section 4 of this Article VIII shall mean any other
corporation or any partnership, joint venture, trust, employee benefit
plan or other enterprise of which such person is or was serving at the
request of the Corporation as a director, officer, employee or agent.
The provisions of this Section 4 of this Article VIII shall not be
deemed to be exclusive or to limit in any way the circumstances in
which a person may be deemed to have met the applicable standard of
conduct set forth in Section 1 or Section 2 of this Article VIII, as
the case may be.

     SECTION 5. INDEMNIFICATION BY A COURT. Notwithstanding any
contrary determination in the specific case under Section 3 of this
Article VIII, and notwithstanding the absence of any determination
thereunder, any director or officer may apply to any court of
competent jurisdiction in the State of Delaware for indemnification to
the extent otherwise permissible under Sections 1 and 2 of this
Article VIII. The basis of such indemnification by a court shall be a
determination by such court that indemnification of the director or
officer is proper in the circumstances because he has met the
applicable standards of conduct set forth in Section 1 or Section 2 of
this Article VIII, as the case may be. Neither a contrary
determination in the specific case under Section 3 of this Article
VIII nor the absence of any determination thereunder shall be a
defense to such application or create a presumption that the director
or officer seeking indemnification has not met any applicable standard
of conduct. Notice of any application for indemnification pursuant to
this Section 5 of this Article VIII shall be given to the Corporation
promptly upon the filing of such application. If successful in whole
or in part, the director or officer seeking indemnification shall also
be entitled to be paid the expense of prosecuting such application.

     SECTION 6. EXPENSES PAYABLE IN ADVANCE. Expenses incurred by a
director or officer in defending or investigating a threatened or
pending action, suit or proceeding shall be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding
upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that
he is not entitled to be indemnified by the Corporation as authorized
in this Article VIII.

     SECTION 7. NONEXCLUSIVITY OF INDEMNIFICATION AND ADVANCEMENT OF
EXPENSES. The indemnification and advancement of expenses provided by
or granted pursuant to this Article VIII shall not be deemed exclusive
of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any By-Law, agreement,
contract, vote of stockholders or disinterested directors or pursuant
to the direction (howsoever embodied) of any court of competent
jurisdiction or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office, it
being the policy of the Corporation that indemnification of the
persons specified in Sections 1 and 2 of this Article VIII shall be
made to the fullest extent permitted by law. The provisions of this
Article VIII shall not be deemed to preclude the indemnification of
any person who is not specified in Section 1 or Section 2 of this
Article VIII but whom the Corporation has the power or obligation to
indemnify under the provisions of the General Corporation Law of the
State of Delaware, or otherwise.

     SECTION 8. INSURANCE. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director or officer
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, employee benefit plan
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 or the
obligation to indemnify him against such liability under the
provisions of this Article VIII.

     SECTION 9. CERTAIN DEFINITIONS. For purposes of this Article
VIII, references to "the Corporation" shall include, in addition to
the resulting corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or merger
which, if its separate existence had continued, would have had power
and authority to indemnify its directors and officers, so that any
person who is or was a director or officer of such constituent
corporation, or is or was a director or officer of such constituent
corporation serving at the request of such constituent corporation as
director, officer, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other
enterprise, shall stand in the same position under the provisions of
this Article VIII with respect to the resulting or surviving
corporation as such indemnification relates to his acts while serving
in any of the foregoing capacities, of such constituent corporation,
as he would have with respect to such constituent corporation if its
separate existence had continued. For purposes of this Article VIII,
references to "fines" shall include any excise taxes assessed on a
person with respect to an employee benefit plan; and references to
"serving at the request of the Corporation" shall include any service
as a director or officer of the Corporation which imposes duties on,
or involves services by, such director or officer with respect to an
employee benefit plan, its participants or beneficiaries; and a person
who acted in good faith and in a manner he reasonably believed to be
in the interest of the participants and beneficiaries of an employee
benefit plan shall be deemed to have acted in a manner "not opposed to
the best interests of the Corporation" as referred to in this Article
VIII.

     SECTION 10. SURVIVAL OF INDEMNIFICATION AND ADVANCEMENT OF
EXPENSES. The indemnification and advancement of expenses provided by,
or granted pursuant to, this Article VIII shall, unless otherwise
provided when authorized or ratified, continue as to a person who has
ceased to be a director or officer and shall inure to the benefit of
the heirs, executors and administrators of such a person.

     SECTION 11. LIMITATION ON INDEMNIFICATION. Notwithstanding
anything contained in this Article VIII to the contrary, except for
proceedings to enforce rights to indemnification (which shall be
governed by Section 5 of this Article VIII), the Corporation shall not
be obligated to indemnify any director or officer in connection with a
proceeding (or part thereof) initiated by such person unless such
proceeding (or part thereof) was authorized or consented to by the
Board of Directors of the Corporation.

     SECTION 12. INDEMNIFICATION OF EMPLOYEES AND AGENTS. The
Corporation may, to the extent authorized from time to time by the
Board of Directors, provide rights to indemnification and to the
advancement of expenses to employees and agents of the Corporation
similar to those conferred in this Article VIII to directors and
officers of the Corporation.

                           ARTICLE IX
                           AMENDMENTS

     SECTION 1. Except as otherwise provided in the Amended and
Restated Certificate of Incorporation, these By-Laws may be altered,
amended or repealed, in whole or in part, or new By-Laws may be
adopted by the stockholders or by the Board of Directors, provided,
however, that notice of such alteration, amendment, repeal or adoption
of new By-Laws be contained in the notice of such meeting of
stockholders or Board of Directors as the case may be. Except as
otherwise provided in the Amended and Restated Certificate of
Incorporation, all such amendments must be approved by either the
holders of a majority of the outstanding capital stock entitled to
vote thereon or by a majority of the entire Board of Directors then in
office.

     SECTION 2. ENTIRE BOARD OF DIRECTORS. As used in this Article IX
and in these By-Laws generally, the term "entire Board of Directors"
means the total number of directors which the Corporation would have
if there were no vacancies.