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                                                                     EXHIBIT 3.2

                                    RESTATED
                                     BYLAWS
                                       OF
                              NM ACQUISITION CORP.

                 These Bylaws are intended to conform to the mandatory
requirements of the General Corporation Law of Delaware (the "Act"). Any
ambiguity arising between these Bylaws and the discretionary provisions of the
Act shall be resolved in favor of the application of the Act.

                                   ARTICLE I.

                                  STOCKHOLDERS

     Section 1.  Place.

                 Stockholders meetings shall be held at the registered office
of the Corporation unless a different place shall be designated by the Board of
Directors.

     Section 2.  Annual Meeting.

                 The annual meeting of the Stockholders shall be held on the
date and time designated by the Board of Directors. The meeting shall be held
for the purpose of electing Directors and for the transaction of such other
business as may come before the meeting, whether stated in the notice of meeting
or not, except as otherwise expressly stated in the Certificate of
Incorporation. If the election of Directors shall not be held on the day
designated herein, the Board of Directors shall cause the election to be held at
a special meeting of the Stockholders on the next convenient day.

     Section 3.  Special Meetings.

                 Special meetings of the Stockholders may be called by the
President or the Board of Directors for any purpose at any time, and shall be
called by the President at the request of the holders of shares entitled to cast
at least 25% of votes eligible to be cast. Special meetings shall be held at
such place or places within or without the state of Delaware as shall be
designated by the Board of Directors and stated in the notice of such meeting.
At a special meeting no business shall be transacted and no corporate action
shall be taken other than that stated in the notice of the meeting.

     Section 4.  Notice.

                 Written or printed notice stating the place, hour and day of
the meeting and, in case of a special meeting, the purpose or purposes for which
the meeting is called, shall be delivered not less than ten (10) days nor more
than sixty (60) days before the date of the meeting, either personally or by
mail, by or at the direction of the President, the Secretary, or the officer or
persons calling the meeting to each Stockholder of record entitled to vote at
such meeting, or for such other notice period as may be required by the Act.
Such notice and the effective date thereof shall be determined as provided in
the Act.


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     Section 5.  Quorum.

                 A majority of votes entitled to be cast by the shares issued,
outstanding and entitled to vote upon the subject matter at the time of the
meeting, represented in person or by proxy, shall constitute a quorum for the
transaction of business at any meeting of the Stockholders.

     Section 6.  Adjourned Meetings.

                 If there is no quorum present at any annual or special meeting
the Stockholders present may adjourn to such time and place as may be decided
upon by the holders of the majority of the shares present, in person or by
proxy, and notice of such adjournment shall be given in accordance with Section
4 of this Article, but if a quorum is present, adjournment may be taken from day
to day or to such time and place as may be decided and announced by a majority
of the Stockholders present, and subject to the requirements of the Act, no
notice of such adjournment need be given. At any such adjourned meeting at which
a quorum is present, any business may be transacted which could have been
transacted at the meeting originally called.

     Section 7.  Voting.

                 Each Stockholder entitled to vote on the subject matter shall
be entitled to that number of votes provided in the Certificate of Incorporation
for each share of stock standing in the name of the Stockholder on the books of
the Corporation at the time of the closing of the Transfer Books for said
meeting, whether represented and present in person or by proxy. The affirmative
vote of the holders of a majority of the shares of each class represented at the
meeting and entitled to vote on the subject matter shall be the act of the
Stockholders. The Stockholders present at a duly organized meeting may continue
to transact business until adjournment, notwithstanding the withdrawal of enough
Stockholders to leave less than a quorum.

                 The secretary shall prepare and make, at least ten days before
every election of directors, a complete list of the Stockholders entitled to
vote, arranged in alphabetical order and showing the address of each Stockholder
and the number of shares of each Stockholder. Such list shall be open at the
offices of the Corporation for said ten days, to the examination of any
Stockholder, and shall be produced and kept at the time and place of election
during the whole time thereof, and subject to the inspection of any Stockholder
who may be present.

     Section 8.  Proxies.

                 At all meetings of Stockholders, a Stockholder may vote in
person or by proxy executed in writing by the Stockholder or by his duly
authorized attorney in fact. No proxy shall be valid after eleven (11) months
from the date of its execution, unless otherwise provided in the proxy.


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     Section 9.  Record Date.

                 The Board of Directors is authorized to fix in advance a date
not exceeding sixty days nor less than ten days preceding the date of any
meeting of the Stockholders, or the date for the payment of any dividend, or the
date for the allotment of rights, or the date when any change or conversion or
exchange of capital stock shall go into effect, or a date in connection with
obtaining the consent Stockholders for any purposes, as a record date for the
determination of the Stockholders entitled to notice of, and to vote at, any
such meeting, and any adjournment thereof, or entitled to receive payment of any
such dividend, or to any such allotment of rights, or to exercise the rights in
respect of any such change, conversion or exchange of capital stock, or to give
such consent, and, in such case, such Stockholders and only such Stockholders as
shall be Stockholders of record on the date so fixed shall be entitled to such
notice of, and to vote at, such meeting, and any adjournment thereof, or to
receive payment of such dividend, or to receive such allotment of rights, or to
exercise such rights, or to give such consent, as the case may be,
notwithstanding any transfer of any stock on the books of the Corporation, after
such record date fixed pursuant to this Section.

     Section 10.  Conduct of Meetings.

                 The Chairman of the Board of Directors or, in his absence the
Chief Executive Officer, President, or the Vice-President designated by the
Chairman of the Board, shall preside at all regular or special meetings of
Stockholders. To the maximum extent permitted by law, such presiding person
shall have the power to set procedural rules, including but not limited to rules
respecting the time allotted to Stockholders to speak, governing all aspects of
the conduct of such meetings.

                                   ARTICLE II.

                                    DIRECTORS

     Section 1.  In General.

                 The business and affairs of the Corporation shall be managed
by a Board of Directors initially consisting of one (1) director, and thereafter
shall consist of such number as may be fixed from time to time by resolution of
the Board of Directors. The member of the first Board of Directors shall hold
office until the first annual meeting of the Stockholders and until his
successor(s) shall have been elected and qualified. Thereafter, the term of the
Directors shall begin upon each Director's election by the Stockholders as
provided in Article I, Section 7 above, and shall continue until his successor
shall have been elected and qualified.

     Section 2.  Powers.

                 The corporate powers, business, property and interests of the
Corporation shall be exercised, conducted and controlled by the Board of
Directors, which shall have all power necessary to conduct, manage and control
its affairs, and to make such rules and regulations as it may deem necessary as
provided by the Act; to appoint and remove all officers, agents and employees;
to prescribe their duties and fix their compensation; to call special meetings
of Stockholders whenever it is deemed necessary by the Board, to incur
indebtedness and to give


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securities, notes and mortgages for same. It shall be the duty of the Board to
cause a complete record to be kept of all the minutes, acts, and proceedings of
its meetings.

     Section 3.  Vacancies.

                 Vacancies in the Board of Directors may be temporarily filled
by the affirmative vote of a majority of the remaining Directors even though
less than a quorum of the Board of Directors. Such temporary Director or
Directors shall hold office until the first meeting of the Stockholders held
thereafter, at which time such vacancy or vacancies shall be permanently filled
by election according to the procedure specified in Section 1 of this Article
II.

     Section 4.  Annual Meeting.

                 There shall be an annual meeting of the Board of Directors
which shall be held immediately after the annual meeting of the Stockholders and
at the same place.

     Section 5.  Special Meeting.

                 Special meetings may be called from time to time by the
President or any one of the Directors. Any business may be transacted at any
special meeting.

     Section 6.  Quorum.

                 A majority of the Directors shall constitute a quorum. The act
of a majority of the Directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors. If less than a quorum is present at
a meeting, a majority of the Directors present may adjourn the meeting from time
to time without further notice, other than announcement at the meeting, until a
quorum shall be present. Interested Directors may be counted for quorum
purposes.

     Section 7.  Notice and Place of Meetings.

                 Notice of all Directors' meetings shall be given in accordance
with the Act. No notice need be given of any annual meeting of the Board of
Directors. One day prior notice shall be given for all special meetings of the
Board, but the purpose of special meetings need not be stated in the notice.

                 Meetings of the Board of Directors may be held at the
principal office of the corporation, or at such other place as shall be stated
in the notice of such meeting. Members of the Board of Directors, or any
committee designated by the board of directors, shall, except as otherwise
provided by law, the Certificate of Incorporation or these Bylaws, have the
power to participate in a meeting of the board of Director, or any 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 such
participation shall constitute presence in person at this meeting.


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     Section 8.  Compensation.

                 By resolution of the Board of Directors, each Director may
either be reimbursed for his expenses, if any, for attending each meeting of the
Board of Directors or may be paid a fixed fee for attending each meeting of the
Board of Directors, or both. No such payment shall preclude any Director from
serving the Corporation in any other capacity and receiving compensation
therefor.

     Section 9.  Removal or Resignation of Directors.

                 Any Director may resign by delivering written notice of the
resignation to the Board of Directors or an officer of the Corporation. All or
any number of the Directors may be removed, with or without cause, at a meeting
expressly called for that purpose by a vote of the holders of the majority of
the shares then entitled to vote at an election of Directors.

     Section 10.  Presumption of Assent.

                 A Director of the Corporation who is present at a meeting of
the Board of Directors at which action on any corporate matter is taken shall be
presumed to have assented to the action taken, unless his dissent shall be
manifested in the manner required by the Act. Such right to dissent shall not
apply to a Director who voted in favor of such action.

     Section 11.  Committees.

                 The Board of Directors may, by resolution passed by a majority
of the whole Board, designate two or more of their number to constitute an
Executive Committee to hold office at the pleasure of the board, which committee
shall, during the intervals between meetings of the Board of Directors, have and
exercise all of the powers of the Board of Directors in the management of the
business and affairs of the Corporation, subject only to such restrictions or
limitations as the Board of Directors may from time to time specify, or as
limited by the Act. Any member of the Executive Committee may be removed at any
time, with or without cause, by a resolution of a majority of the whole Board of
Directors. Any vacancy in the Executive Committee may be filled from among the
directors by a resolution of a majority of the whole Board of Directors. Other
committees of two or more Directors, may be appointed by the Board of Directors
or the Executive Committee, which committees shall hold office for such time and
have such powers and perform such duties as may from time to time be assigned to
them by the Board of Directors or the Executive Committee.

                                  ARTICLE III.

                    OFFICERS AND AGENTS - GENERAL PROVISIONS

     Section 1.  Number, Election and Term.

                 Officers of the Corporation shall be a President, Secretary,
and Treasurer. Officers shall be elected by the Board of Directors at its first
meeting, and at each regular annual meeting of the Board of Directors
thereafter. Each officer shall hold office until the next succeeding


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annual meeting of the Directors and until his successor shall be elected and
qualified. Any one person may hold more than one office if it is deemed
advisable by the Board of Directors.

     Section 2.  Additional Officers and Agents.

                 The Board of Directors may appoint and create such other
officers and agents as may be deemed advisable and prescribe their duties.

     Section 3.  Resignation or Removal.

                 Any officer or agent of the Corporation may resign from such
position by delivering written notice of the resignation to the Board of
Directors, but such resignation shall be without prejudice to the contract
rights, if any, of the Corporation. Any officer or agent elected or appointed by
the Board of Directors may be removed by the Board of Directors whenever in its
judgment the best interests of the Corporation would be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed. Election or appointment of an officer or agent shall not of itself
create contract rights.

     Section 4.  Vacancies.

                 Vacancies in any office caused by any reason shall be filled
by the Board of Directors at any meeting by selecting a suitable and qualified
person to act during the unexpired term.

     Section 5.  Salaries.

                 The salaries of all the officers, agents and other employees
of the Corporation shall be fixed by the Board of Directors and may be changed
from time to time by the Board, and no officer shall be prevented from receiving
such salary by reason of the fact that he or she is also a Director of the
Corporation. All Directors, including interested Directors, are specifically
authorized to participate in the voting of such compensation irrespective of
their interest.

                                   ARTICLE IV.

                             DUTIES OF THE OFFICERS

     Section 1.  Chairman of the Board.

                 The Chairman of the Board, if any, shall be a member of the
Board of Directors and, subject to Sections 2 and 3 of this Article IV, shall
preside at all meetings of the Stockholders and Directors; perform all duties
required by the Bylaws of the Corporation, and as may be assigned from time to
time by the Board of Directors; and shall make such reports to the Board of
Directors and Stockholders as may be required.

     Section 2.  Chief Executive Officer.

                 The Chief Executive Officer, if any, shall have general charge
and control of the affairs of the Corporation subject to the direction of the
Board of Directors; sign as President all


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Certificates of Stock of the Corporation; perform all duties required by the
Bylaws of the Corporation, and as may be assigned from time to time by the Board
of Directors; and shall make such reports to the Board of Directors and
Stockholders as may be required. In addition, if no Chairman of the Board is
elected by the Board or if the Chairman is unavailable, the Chief Executive
Officer shall perform all the duties required of such officer by these Bylaws.

     Section 3.  President.

                 The President shall, if no Chief Executive Officer shall have
been appointed or if the Chief Executive Officer is unavailable, perform all of
the duties of the Chief Executive Officer. If a Chief Executive Officer shall
have been appointed, the President shall perform such duties as shall be
assigned by the Board of Directors, and in the case of absence, death or
disability of the Chief Executive Officer, shall perform and be vested with all
of the duties and powers of the Chief Executive Officer, until the Chief
Executive Officer shall have resumed such duties or the Chief Executive
Officer's successor shall have been appointed.

     Section 4.  Vice President.

                 The Vice President, or any of them, shall perform such duties
as shall be assigned by the Board of Directors, and in the case of absence,
disability or death of the President, the Vice President shall perform and be
vested with all the duties and powers of the President, until the President
shall have resumed such duties or the President's successor is elected. In the
event there is more than one Vice President, the Board of Directors may
designate one or more of the Vice Presidents as Executive Vice Presidents, who,
in the event of the absence, disability or death of the President shall perform
such duties as shall be assigned by the Board of Directors.

     Section 5.  Secretary.

                 The Secretary shall keep a record of the proceedings at the
meetings of the Stockholders and the Board of Directors and shall give notice as
required in these Bylaws of all such meetings; have custody of all the books,
records and papers of the Corporation, except such as shall be in charge of the
Treasurer or some other person authorized to have custody or possession thereof
by the Board of Directors; sign all Certificates of Stock of the Corporation;
from time to time make such reports to the officers, Board of Directors and
Stockholders as may be required and shall perform such other duties as the Board
of Directors may from time to time delegate. In addition, if no Treasurer is
elected by the Board, the Secretary shall perform all the duties required of the
office of Treasurer by the Act and these Bylaws.

     Section 6.  Treasurer.

                 The Treasurer shall keep accounts of all monies of the
Corporation received or disbursed; from time to time make such reports to the
officers, Board of Directors and Stockholders as may be required, perform such
other duties as the Board of Directors may from time to time delegate.


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     Section 7.  Assistant Secretary.

                  The Assistant Secretary, if any, shall assist the Secretary in
all duties of the office of Secretary. In the case of absence, disability or
death of the Secretary, the Assistant Secretary shall perform and be vested with
all the duties and powers of the Secretary, until the Secretary shall have
resumed such duties or the Secretary's successor is elected.

     Section 8.  Assistant Treasurer.

                 The Assistant Treasurer, if any, shall assist the Treasurer in
all duties of the office of Treasurer. In the case of absence, disability or
death of the Treasurer, the Assistant Treasurer shall perform and be vested with
all the duties and powers of the Secretary, until the Treasurer shall have
resumed such duties or the Treasurer's successor is elected.

                                   ARTICLE V.

                                      STOCK

     Section 1.  Certificates.

                 The shares of stock of the Corporation shall be evidenced by
an entry in stock transfer records of the Corporation, and may be represented by
stock certificates in a form adopted by the Board of Directors and every person
who shall become a Stockholder shall be entitled, upon request, to a certificate
of stock. All certificates shall be consecutively numbered by class.
Certificates, if any, shall be signed by the Chairman of the Board of Directors,
the President or one of the Vice Presidents, and the Secretary or an Assistant
Secretary or the Treasurer or an Assistant Treasurer, provided, however, that
where such certificates are signed by a transfer agent or an assistant transfer
agent or by a transfer clerk acting on behalf of the corporation and a
registrar, the signature of any such officer may be facsimile.

     Section 2.  Transfer of Certificates.

                 Any certificates of stock transferred by endorsement shall be
surrendered, canceled and new certificates issued to the purchaser or assignee.

     Section 3.  Transfer of Shares.

                 Shares of stock shall be transferred only on the books of the
Corporation by the holder thereof, in person or by his attorney, and no
transfers of certificates of stock shall be binding upon the Corporation until
this Section and, with respect to certificated shares, Section 2 of this Article
are met to the satisfaction of the Secretary of the Corporation.

                 The Board of Directors may make other and further rules and
regulations concerning the transfer and registration of shares of the
Corporation, and may appoint a transfer agent or registrar or both and may
require all certificates of stock to bear the signature of either or both.


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                 The stock ledgers of the Corporation, containing the names and
addresses of the stockholders and the number of shares held by them
respectively, shall be kept at the principal offices of the Corporation or at
the offices of the transfer agent of the Corporation.

     Section 4.  Lost Certificates.

                 In the case of loss, mutilation or destruction of a
certificate of stock, a duplicate certificate may be issued upon such terms as
the Board of Directors shall prescribe.

     Section 5.  Dividends.

                 The Board of Directors may from time to time declare, and the
Corporation may then pay, dividends on its outstanding shares in the manner and
upon the terms and conditions provided by the Act and in its Certificate of
Incorporation.

     Section 6.  Working Capital.

                 Before the payment of any dividends or the making of any
distributions of the net profits, the Board of Directors may set aside out of
the net profits of the Corporation such sum or sums as in their discretion they
think proper, as a working capital or as a reserve fund to meet contingencies.
The Board of Directors may increase, diminish or vary the capital of such
reserve fund in their discretion.

                                   ARTICLE VI.

                                      SEAL

         There shall be no corporate seal.

                                  ARTICLE VII.

                                WAIVER OF NOTICE

                 Whenever any notice is required to be given to any Stockholder
or Director of the Corporation, a waiver signed by the person or persons
entitled to such notice, whether before or after the time stated therein, shall
be equivalent to the giving of such notice.

                                  ARTICLE VIII.

                       ACTION BY STOCKHOLDERS OR DIRECTORS
                                WITHOUT A MEETING

                 Any action required to be taken at a meeting of the
Stockholders of the Corporation, or any other action which may be taken at a
meeting of the Stockholders, may be taken without a meeting, if a consent in
writing setting forth the actions so taken shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to


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vote thereon were present and voted with respect to the subject matter thereof.
Such consent shall have the same effect and force as a vote of said
Stockholders.

                 Any action required to be taken at a meeting of the Board of
Directors of the Corporation, or any other action which may be taken at a
meeting of the Board of Directors, or any committee thereof, may be taken
without a meeting if a consent in writing setting forth the actions so taken
shall be signed by all of the members of the Board of Directors or committee, as
the case may be. Such consent shall have the same effect and force as a
unanimous vote of said Directors or committee.

                                   ARTICLE IX.

                                  MISCELLANEOUS

     Section 1.  Fiscal Year.

                 The fiscal year of the Corporation shall be fixed, and may be
changed, by resolution of the Board of Directors.

     Section 2.  Notices.

                 Except as otherwise expressly provided, any notice required by
these Bylaws to be given shall be sufficient if given as provided in the General
Corporation Law of Delaware.

     Section 3.  Waiver of Notice.

                 Any Stockholder or director may at any time, by writing or by
fax, waive any notice required to be given under these Bylaws, and if any
Stockholder or director shall be present at any meeting his presence shall
constitute a waiver of such notice.

     Section 4.  Voting Stock of Other Corporations.

                 Except as otherwise ordered by the Board of Directors, the
Chairman of the Board, Chief Executive Officer, President, Secretary or
Treasurer, or any Vice President, Assistant Secretary or Assistant Treasurer,
shall have full power and authority on behalf of the Corporation to attend and
to act and to vote at any meeting of the stockholders of any corporation of
which the Corporation is a stockholder and to execute a proxy to any other
person to represent the Corporation at any such meeting, and at any such meeting
such person shall possess and may exercise any and all rights and powers
incident to ownership of such stock and which, as owner thereof, the Corporation
might have possessed and exercised if present.

                                   ARTICLE X.

                                   AMENDMENTS

         Any and all of these Bylaws may be altered, amended, repealed or
suspended by the affirmative vote of a majority of the Directors at any meeting
of the Directors. New Bylaws may be adopted in like manner.


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                                 IDENTIFICATION

         I hereby certify that I was the Secretary of the first Directors'
meeting of NM Acquisition Corp. and that the foregoing Bylaws in ten typewritten
pages numbered consecutively from 1 to 10, were and are the Bylaws adopted by
the Directors of the Corporation at that meeting.

                                               s/ Gary D. Begeman
                                               ---------------------------------
                                               Gary D. Begeman
                                               Secretary















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