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                                                                     EXHIBIT 3.2



                                  Amended and
                                Restated Bylaws
                                       of
                          Kaiser Steel Resources, Inc.

                          Effective:  January 6, 2000


     These Amended and Restated Bylaws correctly set forth the bylaws, as
amended, and supersede the existing bylaws of the Corporation and all amendments
thereto, including, but not limited to, the Amended and Restated Bylaws
effective March 22, 1989, and all amendments thereto.


                                   Article I

                                    Offices

     Section 1.1  Principal Office.  The principal office for the transaction of
the business of the Corporation shall be at, 3633 E. Inland Empire Boulevard,
Suite 850, Ontario, California 91764.  The Board of Directors is hereby granted
full power and authority to change said principal office from one location to
another.

     Section 1.2  Other Offices.  Branch or subordinate offices may at any time
be established by the Board of Directors at any place or places within or
without the State of Delaware.


                                   Article II

                            Meetings of Stockholders

     Section 2.1  Place of Meetings.  All meetings of stockholders shall be held
either at the principal office of the Corporation or at any other place
designated by the Board of Directors.

     Section 2.2  Annual Meeting.  The annual meeting of stockholders shall be
held at such time and on such date as the Board of Directors shall determine. At
the meeting, directors shall be elected, and any other proper business
transacted.

     Section 2.3  Special Meetings.  Special meetings of stockholders, for any
purpose whatsoever, may be called at any time by the Chief Executive Officer, if
any, or by the President if there is no Chief Executive Officer, or shall be
called by the Secretary or any Assistant Secretary upon written request (stating
the purpose for which the meeting is to be called) of a majority of the Board of
Directors.

     Section 2.4  Notice of Meetings.  Except as provided in Section 2.5 below,
written notice (in the manner described in Section 5.2 below) of annual and
special meetings shall be sent to each stockholder entitled thereto not less
than ten (10) days nor more than sixty (60) days before the date of the meeting,
whether annual or special, and shall specify the place, the day and the hour of
such meeting, and the purpose or purposes of the meeting.  The notice of any
meeting at which directors are to be elected shall include the name of any
nominee or nominees who at the time of the notice, the Board intends to present
for election.

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     If any notice addressed to a stockholder at the address of that stockholder
appearing on the books of the Corporation is returned to the Corporation by the
United States Postal Service marked to indicate that the United States Postal
Service is unable to deliver the notice to the stockholder at that address, then
all future notices or reports shall be deemed to have been duly given without
further mailing if the same shall be available to the stockholder on written
demand of the stockholder at the principal executive office of the Corporation
for a period of one (1) year from the date of the giving of the notice.

     An affidavit of the mailing or other means of giving any notice of any
stockholders' meeting, executed by the Secretary, Assistant Secretary or any
transfer agent of the Corporation giving the notice, shall be prima facie
evidence of the giving of such notice.

     Section 2.5  Advance Notice Requirements for Stockholder Proposals and
Director Nominations.  At an annual meeting of the stockholders, only such
business shall be conducted as shall have been properly brought before the
meeting.  To be properly brought before an annual meeting, nominations for the
election of directors or other business must be (a) specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the Board of
Directors; (b) otherwise properly brought before the meeting by or at the
direction of the Board of Directors; or (c) otherwise properly brought before
the meeting by a stockholder.  For business to be properly brought before an
annual meeting by a stockholder, or for a stockholder to nominate candidates for
election as directors at an annual or special meeting of the stockholders, the
stockholder must have given timely notice thereof in writing and in proper form
to the Secretary of the Corporation.  To be timely, a stockholder's notice must
be delivered, or mailed to and received at the principal executive offices of
the Corporation:  (y) in the case of an annual meeting that is called for a date
that is within 30 days before or after the anniversary date of the immediately
preceding annual meeting of stockholders, not less than 60 days nor more than 90
days prior to such anniversary date; and (z) in the case of an annual meeting
that is not called for a date that is not within 30 days before or after the
anniversary date of the immediately preceding annual meeting, or in the case of
a special meeting of the stockholders called for the purpose of electing
directors, not later than the close of business on the tenth day on which notice
of the date of the meeting was mailed or public disclosure of the date of the
meeting was made, whichever occurs first.  To be in proper form a stockholder's
notice to the Secretary shall set forth as to each matter:  (i) the name and
address of the stockholder who intends to make the nominations or propose the
business and, as the case may be, of the person or persons to be nominated or of
the business to be proposed; (ii) a representation that the stockholder is a
holder of record of stock of the Corporation entitled to vote at such meeting
and, if applicable, intends to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice; (iii) if applicable, a
description of all arrangements or understandings between the stockholder and
each nominee and any other person or persons pursuant to which the nomination or
nominations are to be made by the stockholder; (iv) such other information
regarding each nominee or each matter of business to be proposed by such
stockholder as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange Commission had the
nominee been nominated, or intended to be nominated, or the matter been
proposed, or intended to be proposed by the Board of Directors; and (v) if
applicable, the consent of each nominee to serve as director of the Corporation
if so elected.  Notwithstanding anything in the Bylaws to the contrary, no
business shall be conducted at any annual meeting or special meeting called for
the purpose of electing directors except in accordance with the procedures set
forth in this Section 2.5.  The Chairman of the annual meeting shall, if the
facts warrant, determine and declare to the meeting that the nomination of any
person or other business was not properly brought before the meeting and in
accordance with the provisions of this Section 2.5, and if he or she should so

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determine, he or she shall so declare to the meeting and any such business not
properly brought before the meeting shall not be transacted or the nomination of
any person acknowledged.

     Section 2.6   Adjourned Meetings and Notice Thereof.  Any stockholders'
meeting, whether annual or special, and whether or not a quorum is present, may
be adjourned from time to time by the vote of a majority of the shares
represented at the meeting in person or by proxy, but in the absence of a quorum
no other business may be transacted at any such meeting.  At the adjourned
meeting, the Corporation may transact any business that might have been
transacted at the original meeting.

     When any stockholders' meeting, either annual or special, is adjourned for
thirty (30) days or more, notice of the adjourned meeting shall be given as in
the case of an original meeting.  Except as aforesaid, it shall not be necessary
to give any notice of an adjournment or of the business to be transacted at an
adjourned meeting, other than by announcement at the meeting at which such
adjournment is taken.

     Section 2.7   Voting.  At all meetings of stockholders, every holder of
stock entitled to vote shall have the right to one vote for each share of such
stock outstanding in his name on the stock records of the Corporation. Such vote
may be viva voce or by ballot. When a quorum is present, when an action, other
       ---- ----
than the election of directors, is to be taken by a vote of stockholders, it
shall be authorized by a majority of the stockholders' voting power present in
person or represented by proxy, unless a greater vote is required by the
Certificate of Incorporation, these Bylaws or by law. Directors shall be elected
by a plurality of the votes cast at any election. No stockholder will be
permitted to cumulate votes at any election of directors.

     Section 2.8   Quorum.  The presence in person or by proxy of the holders of
a majority of the stock shall constitute a quorum for the transaction of
business except as otherwise provided by law or the Certificate of
Incorporation. The stockholders present at a duly called or held meeting at
which a quorum is initially present may continue to do business until
adjournment, notwithstanding the withdrawal of enough stockholders to leave less
than a quorum; provided that any action taken is approved by at least a majority
of the shares required to constitute a quorum. Regardless of whether a quorum is
present, a stockholders' meeting may be adjourned as provided in Section 2.6
above.

     Section 2.9   Conduct of Business.  The Chairman of the Board, or in the
absence of the Chairman of the Board, the Vice Chairman of the Board or in the
absence of the Vice Chairman of the Board, the President shall call the meeting
of stockholders to order, and shall act as chairman of the meeting.  The
chairman of any meeting of stockholders shall determine the order of business
and the procedures at the meeting, including such matters as the regulation of
the manner of voting and the conduct of business.  The Secretary of the
Corporation shall act as Secretary of all meetings of the stockholders, but in
the absence of the Secretary at any meeting of the stockholders, the presiding
officer may appoint any person to act as secretary of the meeting.

     Section 2.10  Action Without Meeting.  Any action, except election of
directors, which under the provisions of the General Corporation Law of Delaware
may be taken at a meeting of the stockholders, may be taken without a meeting if
authorized by the written consent of stockholders holding at least a majority of
the voting power; provided, if any greater proportion of voting power is
required for such action at a meeting, then such greater proportion of written
consents shall be required.

     Section 2.11  Proxies.  Every person entitled to vote or execute consents
shall have the right to do so either in person or by an agent or agents
authorized by a written proxy executed by such

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person or his duly authorized agent and filed with the Secretary of the
Corporation; provided that no such proxy shall be valid after the expiration of
three (3) years from the date of its execution, unless the stockholder executing
it specifies therein a longer period of time. A proxy shall be deemed executed
if the stockholder's name is placed on the proxy (whether by manual signature,
typewriting, telegraphic transmission or otherwise) by the stockholder or the
stockholder's attorney-in-fact. A proxy shall be irrevocable if it states that
it is irrevocable and if, and only as long as, it is coupled with an interest
sufficient in law to support an irrevocable power. A stockholder may revoke any
proxy which is not irrevocable by attending the meeting and voting in person or
by filing an instrument in writing revoking the proxy or by delivering a proxy
in accordance with applicable law bearing a later date to the Secretary of the
Corporation.

     Section 2.12  List of Stockholders.  The Secretary of the Corporation or
other officer or agent who is in charge of the stock ledger of the Corporation
shall prepare and make, at least ten (10) days before every meeting of the
stockholders, a complete list of the stock-holders entitled to vote at the
meeting, or any adjournment of 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, at the
principal business office of the Corporation. The list shall also be produced
and kept at the time and place of the meeting during the whole time thereof, and
may be inspected by any stockholder who is present. The stock ledger shall be
the only evidence as to who are the stockholders entitled to examine the stock
ledger, the stockholders entitled to vote in person or by proxy at any meeting
of the stockholders and the number of shares held by each of them.

     Section 2.13  Questions Concerning Elections.  The Board of Directors may,
in advance of the meeting, or the presiding officer may, at the meeting, appoint
one or more inspectors to act at a stockholders' meeting or any adjournment. If
appointed, the inspectors shall determine the number of shares outstanding and
the voting power of each, the shares represented at the meeting, the existence
of a quorum, the validity and effect of proxies, and shall receive votes,
ballots or consents, hear and determine challenges and questions arising in
connection with the right to vote, count and tabulate votes, ballots or
consents, determine the result, and do such acts as are proper to conduct the
election or vote with fairness to all stockholders.

                                  Article III

                                   Directors

     Section 3.1  Powers.  Subject to limitations of the Certificate of
Incorporation, of the Bylaws, and the General Corporation Law of Delaware as to
action to be authorized or approved by the stockholders, and subject to the
duties of directors as prescribed by the Bylaws, all corporate powers shall be
exercised by or under the authority of, and the business and affairs of the
Corporation shall be controlled by, the Board of Directors.  Without prejudice
to such general powers, but subject to the same limitations, it is hereby
expressly declared that the directors shall have the following powers, to wit:

     First - To select and remove all the other officers, agents and employees
     of the Corporation, prescribe such powers and duties for them as may not be
     inconsistent with law, with the Certificate of Incorporation or the Bylaws
     and fix their compensation.

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     Second - To conduct, manage and control the affairs and business of the
     Corporation, and to make such rules and regulations therefore not
     inconsistent with law, with the Certificate of Incorporation or the Bylaws,
     as they may deem best.

     Third - To fix and locate from time to time one or more subsidiary offices
     of the Corporation within or without the State of Delaware, as provided in
     Article I, Section 2, hereof; and to adopt, make and use a corporate seal,
     and to prescribe the forms of certificates of stock, and to alter the form
     of such seal and of such certificates from time to time, as in their
     judgment they may deem best, provided such seal and such certificates shall
     at all times comply with the provisions of law.

     Fourth - To authorize the issuance of shares of stock of the Corporation
     from time to time, upon such terms as may be lawful, in consideration of
     cash, services rendered, personal property, real property, leases of real
     property, or a combination thereof.

     Fifth - To borrow money and incur indebtedness for the purposes of the
     Corporation, and to cause to be executed and delivered therefore, in the
     corporate name, promissory notes, bonds, debentures, deeds of trust,
     mortgages, pledges, hypothecations or other evidences of debt and
     securities therefore.

     Sixth - To appoint one or more  committees, each consisting of one or more
     Directors (including the appointment of one or more Directors as
     alternates) and to delegate to the executive committee and any other
     committee any of the powers and authority of the Board in the management of
     the business and affairs of the Corporation, including the authority to
     authorize the issuance of stock, except that no committee shall have the
     power to amend the Certificate of Incorporation, adopt an agreement of
     merger or consolidation, recommend to the stockholders the sale, lease or
     exchange of all or substantially all the Corporation's property and assets,
     recommend to the stockholders a dissolution, fill vacancies on the Board or
     revocation of a dissolution, nor amend the Bylaws of the Corporation.  Any
     executive committee shall be composed of two or more directors.  Each
     committee and its members shall serve at the pleasure of the Board of
     Directors, which may at any time change the members and powers of, or
     discharge the committee.  Unless the Board by resolution designates the
     chairman of the committee, each committee shall elect its own chairman,
     which shall be a member of such committee.  The Chief Executive Officer, if
     any, shall be an ex offio member of each committee.

     Section 3.2  Number and Qualification of Directors.  The business of the
Corporation shall be managed by or under the direction of a Board of Directors
consisting of not less than three (3) nor more than eleven (11) directors, each
of whom shall be at least 18 years of age, but who need not be shareholders nor
residents of the State of Delaware.  The number of directors of the Corporation
shall be fixed from time to time by resolution of the Board of Directors;
provided, however, that the number of directors shall not be reduced so as to
shorten the term of any director in office.

     Section 3.3  Election and Term.  Subject to the provisions of the
Certificate of Incorporation, as amended, the directors shall be elected at each
annual meeting of stockholders, but if any such annual meeting is not held, or
the directors are not elected thereat, the directors may be elected at any
special meeting of stockholders held for that purpose and all directors shall
hold office until their respective successors are elected and qualified.

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     Section 3.4  Resignation.  A Director may resign by written notice to the
Corporation or the Board of Directors.  A director's resignation is effective
upon its receipt or a later time set forth in the notice of resignation.  If the
resignation of a director is effective at a future time, the Board of Directors
may elect a successor to take office when the resignation becomes effective.

     Section 3.5  Removal.  One or more directors may be removed with cause by
vote of the holders of a majority of the shares entitled to vote at an election
of directors cast at a meeting of the stockholders called for that purpose.

     Section 3.6  Vacancies.  Newly created directorships resulting from an
increase in the number of directors, or vacancies occurring in the Board of
Directors for any reason, may be filled by a vote of the majority of the
directors then in office, although less than a quorum exists.    A director
elected to fill a vacancy caused by resignation, death or removal shall be
elected to hold office for the unexpired term of his predecessor.

     Section 3.7  Place of Meeting.  All meetings of the Board of Directors
shall be held at the principal business office of the Corporation or at any
other place designated at any time by resolution of the Board or by written
consent of all members of the Board.

     Section 3.8  Regular Meetings. Regular meetings of the Board of Directors
or any committee of the Board shall be held without notice at such places and
times as the Board or committee determines at least thirty (30) days before the
meeting.

     Section 3.9  Special Meetings.  Special meetings of the Board of Directors
for any purpose or purposes shall be called at any time by the Chief Executive
Officer, if any, and if there is no Chief Executive Officer, the President or,
if he or she is absent or unable or refuses to act, by two directors. Special
meetings of Board committees may be called by the chairman of the committee or a
majority of committee members pursuant to this Section 3.9.

     Written notice of the time and place of special meetings shall be delivered
personally to the directors or sent to each director, but the notice need not
specify the business to be transacted at, nor the purpose of the meeting.  Each
Director shall receive two (2) days notice prior to the date of any special
meeting if the notice is given by mail, or 24 hours notice of the special
meeting if notice is given by any other means specified in Section 5.2.  If
notice of a special meeting is given by mail and it is given less than four (4)
days prior to the date of the meeting, a confirming notice shall also be given
by one of the other means allowed pursuant to Section 5.2.

     Section 3.10  Notice of Adjournment.  Notice of the time and place of
holding an adjourned meeting of a directors' meeting, either regular or special,
shall be given absent directors in the manner specified in Section 3.9 or in any
other manner constituting actual notice.

     Section 3.11  Quorum.  At all meetings of the Board or a committee of the
Board a majority of the authorized number of directors shall be necessary and
sufficient to constitute a quorum for the transaction of business, except to
fill vacancies in the Board of Directors as hereinbefore provided, and except to
adjourn as hereinafter provided.  Every act or decision done or made by a
majority of the directors present at a meeting duly held at which a quorum is
present shall be regarded as the act of the Board of Directors or the committee,
as applicable.

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     Section 3.12  Adjournment.  A quorum of the directors may adjourn any
directors' meeting to meet again at a stated day and hour; provide, however,
that in the absence of a quorum a majority of the directors present at any
directors' meeting, either regular or special, may adjourn from time to time.

     Section 3.13  Fees and Compensation.  Directors shall receive such
compensation for their services as directors as shall be determined from time to
time by resolution of the Board of Directors.  Any director who serves the
Corporation in any other capacity as an officer, agent, employee or otherwise
shall not receive compensation therefore unless otherwise specifically
authorized by the Board of Directors.

     Section 3.14  Telephonic Participation.  Members of the Board of Directors
or any committee may participate in a Board or Board committee meeting by means
of conference telephone or similar communication equipment through which all
persons participating in the meeting can communicate with each other.
Participation in a meeting pursuant to this Section 3.14 constitutes presence in
person at such meeting.

     Section 3.15  Action Without Meeting.  Unless otherwise restricted by the
Certificate of Incorporation or the Bylaws, any action required or permitted to
be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting if a written consent thereto is signed by all
members of the Board or of such committee.  Such written consent shall be filed
with the minutes of proceedings of the Board or committee.

     Section 3.16  Indemnification of Directors, Officers and Employees.

     (a) Indemnification in Action Other Than Action By or In the Right of the
         ---------------------------------------------------------------------
     Corporation.  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 proceedings, whether civil, criminal,
     administrative or investigative (other than an action by or in the right of
     the Corporation) by reason of the fact that he is or was a director,
     officer, employee or agent of the Corporation, or is or was serving at the
     request of the Corporation as a director, officer, employee or agent of
     another corporation, partnership, joint venture, trust or other enterprise,
     against expenses (including attorneys' fees), judgments, fines and amounts
     paid in settlement actually and reasonably incurred by him in connection
     with such action, suit or proceeding if he acted in good faith and in a
     manner he reasonably believed to be in or not opposed to the best interests
     of the Corporation, and, with respect to any criminal action or
     proceedings, 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 pleas 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 proceedings, had reasonable cause to believe that
     his conduct was unlawful.

     (b) Indemnification in Action By or In the Right of the Corporation.  The
         ---------------------------------------------------------------
     Corporation shall indemnify any person who was or is a party or is
     threatened to be made a party to any threatened, pending or completed
     action or suit by or in the right of the Corporation to procure a judgment
     in its favor by reason of the fact that he is or was a director, officer,
     employee or agent of the Corporation, or is or was serving at the request
     of the Corporation as a director, officer, employee or agent of another


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     corporation, partnership, joint venture, trust or other enterprise against
     expenses (including attorneys' fees) actually and reasonably incurred by
     him in connection with the defense or settlement of such action or suit if
     he acted in good faith and in a manner he reasonably believed to be in or
     not opposed to the best interest of the Corporation and except that no
     indemnification shall be made in respect of any claim, issue or matter as
     to which such person shall have been adjudged to be liable to the
     Corporation unless and only to the extent that the Court of Chancery or the
     court in which such action or suit was brought shall determine upon
     application that, despite the adjudication of liability but in view of all
     the circumstances of the case, such person is fairly and reasonably
     entitled to indemnity for such expenses which the Court of Chancery or such
     other court shall deem proper.

     (c) Indemnification in Action Where Successful.  Notwithstanding the other
         ------------------------------------------
     provisions of this Section 3.16, to the extent that a director, officer,
     employee or agent of the Corporation has been successful on the merits or
     otherwise in defense of any action, suit or proceeding referred to in
     subsection (a) or (b) of this Section 14, 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.  Any officer or director shall be entitled to retain legal
     counsel of his or her choosing for representation in any action subject to
     indemnification.

     (d) Indemnification in Specific Case.  Any indemnification under subsection
         --------------------------------
     (a) and (b) of this Section 3.16 (unless ordered by a court) shall be made
     by the Corporation only as authorized in the specific case upon receiving
     written notice of any claim, action, suit, or proceeding asserted against
     any officer or director which may be subject to this indemnification and a
     written request by such officer or director for indemnification and a
     determination that indemnification of the director, officer, employee or
     agent is proper in the circumstances because he has met the applicable
     standard of conduct set forth in subsections (a) or (b) of this Section
     3.16.  Such determination shall be made (1) by the Board of Directors by a
     majority vote of a quorum consisting of directors who were not parties to
     such action, suit or proceedings, or (2) if such a quorum is not
     obtainable, or, even if obtainable a quorum of disinterested directors so
     directors, by independent legal counsel in a written opinion, or (3) by the
     stockholders.  The right to indemnification set forth herein shall be
     binding and shall inure to the benefit of each officer or director and his
     or her successors, estate, heirs, and legal representatives.

     (e) Advance of Expenses.  Expenses incurred in defending or investigating a
         -------------------
     threatened or pending action, suit or proceedings 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 the director,
     officer, employee or agent 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 Section 3.16, provided, however, if there is no actual
     or potential conflict of interest, the Company may select one legal
     counsel, reasonably acceptable to the director, officer, employee or agent
     for all directors, officers, employees, and/or agents similarly situated.

     (f) Indemnification Provisions in Bylaws Not Exclusive.  The
         --------------------------------------------------
     indemnification and advancement of expenses provisions of this Section 3.16
     shall not be deemed exclusive of or limit in any way any other rights to
     which those seeking indemnification or

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     advancement of expenses may be entitled under any other provisions of the
     Bylaws, separate agreement, vote of stockholders or disinterested
     directors, by statute, common law, or otherwise, both as to action in his
     official capacity and as to action in another capacity while holding such
     office, and notwithstanding any other provision to the contrary in these
     Bylaws, the Corporation may enter into agreements with the directors,
     officers, employees, consultants and other agents of the Corporation which
     provide rights to indemnification and the advancement of expenses to such
     persons to the fullest extent now or hereafter permitted by applicable law.

     (g) Insurance.  The Board of Directors may authorize the Corporation to
         ---------
     purchase and maintain insurance on behalf of any person who is or was a
     director, officer, employee or agent of the Corporation, or is or was
     serving at the request of the Corporation as a director, officer, employee
     or agent of another corporation, partnership, joint venture, trust or other
     enterprise against any liability asserted against him and incurred by him
     in any such capacity, or arising out of his status as such, whether or not
     the Corporation would have the power to indemnify him against such
     liability under the provisions of these Bylaws or the General Corporation
     Law of the State of Delaware.

     (h) Constituent Corporations.  For purposes of this Section 3.16,
         ------------------------
     references to "the Corporation" shall include, in addition to the resulting
     corporation, any constituent corporation (including any constituent of a
     constituent) absorbed in a consolidation or merger which, if its separate
     existence had continued, would have had power and authority to indemnify
     its directors, officers, and employees or agents, so that any person who is
     or was a director, officer, employee or agent of such constituent
     corporation, or is or was serving at the request of such constituent
     corporation as a director, officer, employee or agent of another
     corporation, partnership, joint venture, trust or other enterprise, shall
     stand in the same position under the provisions of this Section 3.16 with
     respect to the resulting or surviving corporation as he would have with
     respect to such constituent corporation if its separate existence had
     continued.

     (i) Good Faith Defined.  For purposes of this Section 3.16, 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 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 assuming he has no actual knowledge to the contrary that his
     reliance on the information provided to him by any of the sources set forth
     herein is erroneous.  The term "another enterprise" as used in this Section
     3.16 shall mean any other corporation or any partnership, joint venture,
     trust 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 3.16 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 herein.

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<PAGE>

     (j) Indemnification by the Court.  Notwithstanding any contrary
         ----------------------------
     determination in a specific case under this Section 3.16 and
     notwithstanding the absence of any determination hereunder, any director,
     officer, employee or agent may apply to any court of competent jurisdiction
     in the State of Delaware for indemnification to the extent otherwise
     permissible under this Section 3.16.  The basis of such indemnification by
     a court shall be a determination by such court that indemnification of the
     director, officer, employee or agent is proper in the circumstances because
     he has met the applicable standards of conduct set forth in the Section
     3.16.  Notice of any application for indemnification pursuant to this
     Section 3.16 shall be given to the Corporation promptly upon the filing of
     such application.

     (k) Continuance of Rights.  The indemnification and advancement of expenses
         ---------------------
     provided by or granted pursuant to these Bylaws shall continue as to a
     person who has ceased to be a director, officer, employee or agent and
     shall inure to the benefit of the heirs, executors and administrators of
     such persons.

     (l) Severability.  In the event any sentence or paragraph of this Section
         ------------
     3.16 is declared by a court of competent jurisdiction to be void, such
     sentence or paragraph shall be deemed severed from the remainder of this
     Section 3.16 and the balance of the Section shall remain in effect.

     Section 3.17   Advisory Directors.  The Board of Directors from time to
time may elect one or more persons to be advisory directors who shall not by
such appointment be members of the Board of Directors.  Advisory directors shall
be available from time to time to perform special assignments specified by the
Chief Executive Officer, if any, or the President, to attend meetings of the
Board of Directors upon invitation and to furnish consultation to the Board of
Directors.  The period during which the title shall be held may be prescribed by
the Board of Directors.  If no period is prescribed, the title shall be held at
the pleasure of the Board of Directors.


                                   Article IV

                                    Officers

     Section 4.1  Officers.  The officers of the Corporation, who need not be
directors, shall be a President, a Secretary, and a Chief Financial Officer.
The Corporation may also have, at the discretion of the Board of Directors, a
Chief Executive Officer, one or more Executive Vice Presidents, Senior Vice
Presidents, Vice Presidents, Assistant Secretaries, Assistant Treasurers, and
one or more other officers, as may be appointed in accordance with the
provisions of Section 4.3.  In addition, the Board of Directors may appoint a
Chairman and Vice Chairman of the Board.  One person may hold two or more
offices.

     Section 4.2  Election.  The officers of the Corporation, except such
officers as may be appointed in accordance with the provisions of Section 4.3 or
Section 4.6, shall be chosen by the Board of Directors, subject to the rights,
if any, of an officer under any contract of employment.

     Section 4.3  Subordinate Officers.  The Board of Directors may appoint such
other officers as the business of the Corporation may require, each of whom
shall hold office for such period, have such authority and perform such duties
as are provided in the Bylaws or as the Board of Directors may from time to time
determine.

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<PAGE>

     Section 4.4   Removal.  Any officer may be removed, either with or without
cause, by a majority of the directors at the time in office, at any regular or
special meeting of the Board, or, except in case of an officer chosen by the
Board of Directors, by an officer upon whom such power of removal may be
conferred by the Board of Directors.  The removal of an officer shall be without
prejudice to his or her contractual rights, if any.

     Section 4.5   Resignation.  Any officer may resign at any time by giving
written notice to the Board of Directors or to the President, or to the
Secretary of the Corporation.  Any such resignation shall take effect at the
date of the receipt of such notice or at any later time specified therein; and,
unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.

     Section 4.6   Vacancies.  A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled in the
manner prescribed in the Bylaws for regular appointments to such office.

     Section 4.7   Chairman and Vice Chairman of the Board.  The Chairman of the
Board, if such office is filled, shall be a Director and shall preside at all
stockholders' and Board of Directors' meetings.  The Board of Directors may also
appoint a Vice Chairman of the Board of Directors who shall perform the duties
of the Chairman of the Board in the absence of the Chairman of the Board of
Directors.

     Section 4.8   Chief Executive Officer.  The Chief Executive Officer, if
any, or the President, as designated by the Board, shall be the chief executive
officer of the Corporation and shall have the general powers of supervision and
management of the business and affairs of the Corporation usually vested in the
chief executive officer of a corporation and shall see that all orders and
resolutions of the Board of Directors are carried into effect. In addition, the
Chief Executive Officer shall carry out such duties and responsibilities as may
be assigned to him from time to time by the Board of Directors. If no
designation of chief executive officer is made, the President shall be the chief
executive officer. The Chief Executive Officer may delegate to the other
officers such of his or her authority and duties at such time and in such manner
as he or she deems advisable.

     Section 4.9   President.  The President shall be the chief operating
officer of the Corporation and shall, subject to the supervision and control of
the Board of Directors and the Chief Executive Officer, if such position is
filled, have general supervision, direction and control of the operating affairs
of the Corporation. The President shall have such other powers and duties as
shall be prescribed by the Board of Directors, the Chief Executive Officer, if
any, or the Bylaws. The President may delegate to the officers of the
Corporation other than the Chairman of the Board or the Chief Executive Officer,
if any, such of his or her authority and duties at such time and in such manner
as he or she deems appropriate.

     Section 4.10  Vice Presidents.  In the absence or disability of the
President, the Vice Presidents in order of their rank (executive, senior) as
fixed by the Board of Directors or, if not ranked, the Vice Presidents
designated by the Board of Directors, shall perform all the duties of the
President, and when so acting shall have all the powers of, and be subject to
all restrictions upon, the President. The Vice Presidents shall have such other
powers and perform such other duties as from time to time may be prescribed for
them respectively by the Board of Directors, the Chief Executive Officer, if
any, the President, or the Bylaws.

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<PAGE>

     Section 4.11  Secretary.  The Secretary shall keep, or cause to be kept, a
book of minutes at the principal business office or such other place as the
Board of Directors may order, of all meetings of directors and stockholders,
with the time and place of holding, whether regular or special, and, if special,
how authorized, the notice thereof given, the names of those present at
directors' meetings, the number of shares present or represented at
stockholders' meetings and the proceedings thereof.

     The Secretary shall keep, or cause to be kept, at the office of the
Corporation or at the principal business office of the Corporation's transfer
agent, if a transfer agent shall be appointed, a stock ledger, or a duplicate
stock ledger, showing the names of the stockholders and their addresses; the
number and classes of shares held by each; the number and date of certificates
issued for the same; and the number and date of cancellation of every
certificate surrendered for cancellation.  The Secretary shall cause to be kept
at the principal business office of the Corporation a copy of its Certificate of
Incorporation, a copy of its Bylaws and all amendments thereto, and a statement
setting out the name of the custodian of such stock ledger or duplicate stock
ledger and the present and complete post office address, including street and
number, if any, where such stock ledger or duplicate stock ledger is kept.

     The Secretary shall give, or cause to be given, notice of all the meetings
of the stockholders and of the Board of Directors required by the Bylaws or by
law to be given, and he shall keep the seal of the Corporation in safe custody,
and shall have such other powers and perform such other duties as may be
prescribed by the Board of Directors or the Bylaws.

     Section 4.12  Chief Financial Officer.  The Chief Financial Officer shall
also be the treasurer of the Corporation, and he or she shall keep and maintain,
or cause to be kept and maintained, adequate and correct accounts of the
properties and business transactions of the Corporation, including accounts of
its assets, liabilities, receipts, disbursements, gains, losses, capital,
surplus and shares. Any surplus, including earned surplus, paid-in surplus and
surplus arising from reduction of capital, shall be classified according to
source and shown in a separate account. The books of account shall at all times
be open to inspection by any director.

     The Chief Financial Officer shall deposit, or cause to be deposited, all
moneys and other valuables in the name and to the credit of the Corporation with
such depositories as may be designated by the Board of Directors.  He shall
disburse the funds of the Corporation as may be ordered by the Board of
Directors, shall render to the President and directors, whenever they request
it, an account of all of his transactions as Treasurer and of the financial
condition of the Corporation, and shall have such other powers and perform such
other duties as may be prescribed by the Board of Directors or the Bylaws.


                                   Article V

                                 Miscellaneous

     Section 5.1  Record Date and Closing of Transfer Books.  The Board of
Directors may fix a time in the future as a record date for the determination of
the stockholders entitled to notice of and to vote at any meeting of
stockholders or entitled to receive any dividend or distribution, or any
allotment of rights, or to exercise right in respect of any other lawful action.
The record date so fixed shall be not more than sixty (60) days nor less than
ten (10) days prior to the date of such meeting nor more than sixty (60) days
prior to any other action.  When a record date is so fixed, only stockholders of
record on that date are entitled to notice of and to vote at the meeting or to
receive the dividend, distribution or allotment of rights, or to exercise the
rights, as the case may be, notwithstanding any transfer of any

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<PAGE>

shares on the books of the Corporation after the record date, except as
otherwise provided in the Certificate of Incorporation or by agreement or in the
General Corporation Law of Delaware. 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, however, the Board may fix a new record date for the
adjourned meeting. The Corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of a share for all
purposes, including notices, voting, consents, dividends and distributions, and
shall not be bound to recognize any other person's equitable or other claim to
interest in such share, regardless of whether it has actual or constructive
notice of such claim or interest.

     Section 5.2  Delivery of Notices.  All written notices to stockholders,
directors and Board committee members shall be given personally or by mail
(registered, certified or other first class mail, with postage pre-paid),
addressed to such person at the address designated by him or her for that
purpose or, if none is designated, at his or her last known address.  Written
notices to Directors or Board committee members may also be delivered at his or
her office on the Corporation's premises, if any, or by overnight carrier,
telegram, telex, telecopy, radiogram, cablegram, facsimile, computer
transmission or similar form of communication, addressed to the address referred
to in the preceding sentence.  Notices given pursuant to this Section 5.2 shall
be deemed to be given when dispatched, or, if mailed, when deposited in a post
office or official depository under the exclusive care and custody of the United
States postal service.  Notices given by overnight carrier shall be deemed
"dispatched" at 9:00 a.m. on the day the overnight carrier is reasonably
requested to deliver the notice.  The Corporation shall have no duty to change
the written address of any director, Board committee member or stockholder
unless the Secretary receives written notice of such address change.

     Section 5.3  Waiver of Notice.  Whenever notice is required to be given
under the Certificate of Incorporation, these Bylaws or applicable law, a
written waiver, signed by the person entitled to notice, whether before or after
the time stated therein, shall be deemed equivalent to notice. Attendance of a
person at a meeting shall constitute a waiver of notice of such meeting, except
where the person attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened.

     Section 5.4  Checks, Drafts, Evidences of Indebtedness.  All checks, drafts
or other orders for payment of money, notes or other evidences of indebtedness,
issued in the name of or payable to the Corporation, shall be signed or endorsed
by such person or persons and in such manner as, from time to time, shall be
determined by resolution of the Board of Directors or by a Committee of the
Board if so authorized.

     Section 5.5  Contracts, How Executed.  The Board of Directors may authorize
any officer or officers, agent or agents, to enter into any contract or execute
any instrument in the name and on behalf of the Corporation, and such authority
may be general or confined to specific instances; provided, however, unless the
Board of Directors otherwise directs by resolution, the Chief Executive Officer,
if any, and the President, and any Vice President, shall have the authority
normally  incident to their respective office, to execute and deliver contracts
on behalf of the Corporation in the ordinary course of business.  The Board of
Directors may ratify or confirm the execution of any contract or instrument.

     Section 5.6  Certificates of Stock.  A certificate or certificates for
shares of the capital stock of the Corporation shall be issued to each
stockholder when any such shares are fully paid up. All such certificates shall
be signed by the Chairman of the Board or a Vice Chairman of the Board, or the
President or a Vice President and by the Treasurer or an Assistant Treasurer, or
the Secretary or an

                                       13
<PAGE>

Assistant Secretary. Any or all of such signatures may be a facsimile. Every
certificate authenticated by a facsimile of a signature must be countersigned by
a transfer agent or transfer clerk, and be registered by an incorporated bank or
trust company, either domestic or foreign, as registrar of transfers, before
issuance.

     Section 5.7  Representation of Shares of Other Corporations.  The Chairman
of the Board, the President, any Vice President, the Chief Financial Officer,
the Secretary or Assistant Secretary of this corporation, or any other person
authorized by the Board of Directors or the resident or a Vice President, is
authorized to vote, represent, and exercise on behalf of this corporation all
rights incident to any and all shares of any other corporation or corporations
standing in the name of this Corporation. The authority herein granted may be
exercised either by such person directly or by any other person authorized to do
so by proxy or power of attorney duly executed by such person having the
authority.

     Section 5.8  Certification and Inspection of Bylaws.  The original or a
copy of these bylaws, as amended or otherwise altered to date, certified by the
Secretary, shall be kept at the Corporation's principal executive office and
shall be open to inspection by the stockholders of the Corporation, at all
reasonable times during office hours.

     Section. 5.9   Construction; Definitions.  Unless the context requires
otherwise, the general provisions, rules of construction, and definitions in the
General Corporation Law of Delaware shall govern the construction of these
Bylaws. Without limiting the generality or this provision, the singular number
includes the plural, the plural number includes the singular, and the term
"person" includes both a corporation and a natural person.


                                   Article VI

                                   Amendments

     Section 6.1.  Amendment or Alteration.  Subject to the provisions of the
Certificate of Incorporation, as amended, these Bylaws may be made, adopted,
amended, altered or repealed by vote of the holders of a majority of the
outstanding shares of Common Stock or, subject to such right of the holders of
Common Stock, by the Board of Directors.

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