Exhibit 3.2


                        RECKSON SERVICE INDUSTRIES, INC.

                           AMENDED AND RESTATED BYLAWS

                                   ARTICLE I.

                                     OFFICES

         Section 1. PRINCIPAL  OFFICE.  The principal  office of the Corporation
shall be  located  at such  place  or  places  as the  Board  of  Directors  may
designate.

         Section 2.  ADDITIONAL  OFFICES.  The  Corporation  may have additional
offices at such places as the Board of Directors may from time to time determine
or the business of the Corporation may require.

                                  ARTICLE II.

                            MEETINGS OF STOCKHOLDERS

         Section 1. PLACE.  All  meetings of  stockholders  shall be held at the
principal  office of the  Corporation  or at such other place  within the United
States as shall be stated in the notice of the meeting.  Any action  required or
permitted to be taken at any meeting of the  stockholders  must be effected at a
duly  called  annual or  special  meeting  of such  stockholders  and may not be
effected by any consent in writing by such stockholders.

         Section 2. ANNUAL MEETING.  An annual meeting of the  stockholders  for
the election of directors and the  transaction of any business within the powers
of the  Corporation  shall be held on a date and at the time set by the Board of
Directors  during  the month of May in each year or such  other  month as may be
fixed by resolution of the Board of Directors.

         Section 3. SPECIAL  MEETINGS.  Except as otherwise  required by law and
subject to the rights of  holders of any class or series of  preferred  stock of
the Corporation to elect  additional  directors  under  specified  circumstances
("Preferred Holders' Rights"), the chairman or vice chairman, president or Board
of Directors only may call special  meetings of the  stockholders  pursuant to a
resolution stating the purpose(s)  thereof,  approved by a majority of the total
number of directors which the corporation  would have if there were no vacancies
(the "Whole Board").  Any power of the  stockholders  is otherwise  specifically
denied.

         Section 4. NOTICE.  Not less than ten nor more than 90 days before each
meeting of stockholders,  the secretary shall give to each stockholder  entitled
to vote at such  meeting  and to each  stockholder  not  entitled to vote who is
entitled to notice of the meeting written or printed notice stating the time and
place of the meeting and, in the case of a special  meeting or as otherwise  may
be required by any statute, the purpose for which the meeting is called,  either
by mail or by presenting it to such  stockholder  personally or by leaving it at
his residence or usual

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place of  business.  If  mailed,  such  notice  shall be deemed to be given when
deposited in the United  States mail  addressed to the  stockholder  at his post
office  address as it appears on the records of the  Corporation,  with  postage
thereon prepaid.

         Section 5. SCOPE OF NOTICE.  Any  business  of the  Corporation  may be
transacted  at an annual  meeting of  stockholders  without  being  specifically
designated in the notice,  except such business as is required by any statute to
be stated in such notice.  No business shall be transacted at a special  meeting
of stockholders except as specifically designated in the notice.

         Section 6. ORGANIZATION. At every meeting of stockholders, the Chairman
of the Board,  if there be one,  shall  conduct  the  meeting or, in the case of
vacancy in office or absence of the Chairman of the Board,  one of the following
officers  present  shall  conduct  the  meeting  in the order  stated:  the Vice
Chairman of the Board,  if there be one, the President,  the Vice  Presidents in
their  order of rank and  seniority,  or a Chairman  chosen by the  stockholders
entitled  to cast a  majority  of the votes  which all  stockholders  present in
person  or by  proxy  are  entitled  to cast,  shall  act as  Chairman,  and the
Secretary, or, in his absence, an assistant secretary, or in the absence of both
the  Secretary  and assistant  secretaries,  a person  appointed by the Chairman
shall act as Secretary.

         Section 7.  QUORUM.  At any meeting of  stockholders,  the  presence in
person or by proxy of stockholders  entitled to cast a majority of all the votes
entitled to be cast at such meeting shall constitute a quorum;  but this section
shall not  affect  any  requirement  under any  statute  or the  charter  of the
Corporation for the vote necessary for the adoption of any measure. If, however,
such  quorum  shall not be  present  at any  meeting  of the  stockholders,  the
stockholders  entitled to vote at such  meeting,  present in person or by proxy,
shall have the power to adjourn the meeting from time to time to a date not more
than 120  days  after  the  original  record  date  without  notice  other  than
announcement at the meeting.  At such adjourned  meeting at which a quorum shall
be present,  any business may be transacted  which might have been transacted at
the meeting as originally notified.

         Section  8.  VOTING.  Subject  to the  Preferred  Holders'  Rights  and
applicable law, each  stockholder  having the right to vote shall be entitled at
every  meeting of  stockholders  to one (1) vote for every share owned in his or
her name on the record  date fixed by the Board of  Directors  pursuant to these
Bylaws.  Except as otherwise  provided by law,  the charter of the  Corporation,
these Bylaws,  any  resolution  adopted by the Board of Directors  authorizing a
class or series of preferred  stock, or any resolution  adopted by a majority of
the Whole Board, all matters submitted to the stockholders at any meeting (other
than the election of directors) shall be decided by a majority of the votes cast
with respect thereto. A plurality of all votes cast at a meeting of stockholders
duly  called and at which a quorum is  present  shall be  sufficient  to elect a
director.

         Section 9. PROXIES. A stockholder may vote the stock owned of record by
him,  either in person or by proxy executed in writing by the  stockholder or by
his  duly  authorized  attorney  in fact.  Such  proxy  shall be filed  with the
secretary  of the  Corporation  before or at the time of the  meeting.  No proxy
shall be valid  after  eleven  months  from  the date of its  execution,  unless
otherwise provided in the proxy.



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<PAGE>



         Section  10.  VOTING  OF  STOCK  BY  CERTAIN  HOLDERS.   Stock  of  the
Corporation registered in the name of a corporation, partnership, trust or other
entity,  if  entitled  to be  voted,  may be  voted by the  president  or a vice
president,  a general partner or trustee thereof, as the case may be, or a proxy
appointed by any of the foregoing individuals,  unless some other person who has
been  appointed to vote such stock  pursuant to a bylaw or a  resolution  of the
governing body of such  corporation or other entity or agreement of the partners
of a  partnership  presents  a  certified  copy of  such  bylaw,  resolution  or
agreement,  in which case such person may vote such stock. Any director or other
fiduciary  may vote stock  registered in his name as such  fiduciary,  either in
person or by proxy.

         Shares of stock of the Corporation  directly or indirectly  owned by it
shall not be voted at any  meeting and shall not be counted in  determining  the
total  number of  outstanding  shares  entitled  to be voted at any given  time,
unless  they are held by it in a fiduciary  capacity,  in which case they may be
voted and shall be counted in determining the total number of outstanding shares
at any given time.

         The Board of Directors  may adopt by  resolution a procedure by which a
stockholder may certify in writing to the  Corporation  that any shares of stock
registered  in the  name  of the  stockholder  are  held  for the  account  of a
specified person other than the stockholder.  The resolution shall set forth the
class of stockholders who may make the certification,  the purpose for which the
certification  may be made, the form of certification  and the information to be
contained  in it;  if the  certification  is with  respect  to a record  date or
closing of the stock transfer  books,  the time after the record date or closing
of the stock transfer books within which the  certification  must be received by
the  Corporation;  and any other  provisions with respect to the procedure which
the Board of  Directors  considers  necessary or  desirable.  On receipt of such
certification,  the person specified in the certification  shall be regarded as,
for the purposes set forth in the  certification,  the  stockholder of record of
the specified stock in place of the stockholder who makes the certification.

         Section 11. INSPECTORS. At any meeting of stockholders, the chairman of
the meeting may, or upon the request of any  stockholder  shall,  appoint one or
more persons as inspectors for such meeting. Such inspectors shall ascertain and
report  the  number  of shares  represented  at the  meeting  based  upon  their
determination of the validity and effect of proxies, count all votes, report the
results and perform  such other acts as are proper to conduct the  election  and
voting with impartiality and fairness to all the stockholders.

         Each report of an inspector shall be in writing and signed by him or by
a majority of them if there is more than one  inspector  acting at such meeting.
If there is more  than one  inspector,  the  report of a  majority  shall be the
report of the  inspectors.  The report of the  inspector  or  inspectors  on the
number of shares  represented at the meeting and the results of the voting shall
be prima facie evidence thereof.

         Section 12. NOMINATIONS AND STOCKHOLDER BUSINESS

         (a) Annual  Meetings of  Stockholders.  (1)  Nominations of persons for
election to the Board of Directors and the proposal of business to be considered
by the  stockholders  (except for  stockholder  proposals  included in the proxy
materials pursuant to Rule 14a-8 under the


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Securities Exchange Act of 1934, as amended (the "Exchange Act")) may be made at
an annual meeting of stockholders  (i) pursuant to the  Corporation's  notice of
meeting,  (ii) by or at the  direction of the Board of Directors or (iii) by any
stockholder  of the  Corporation  who was a stockholder of record at the time of
giving of notice  provided for in this Section 12(a) and who is entitled to vote
at the meeting and who  complied  with the notice  procedures  set forth in this
Section 12(a).

         (2) For nominations or other business to be properly  brought before an
annual meeting by a stockholder  pursuant to clause (iii) of  paragraph(a)(1) of
this  Section  12, the  stockholder  must have given  timely  notice  thereof in
writing to the  secretary  of the  Corporation.  To be timely,  a  stockholder's
notice shall be delivered to the secretary at the principal executive offices of
the  Corporation  not less than 75 days nor more than 90 days prior to the first
anniversary of the preceding year's annual meeting;  provided,  however, that in
the event that the date of the annual  meeting  is  advanced  by more than seven
calendar days or delayed by more than 60 days from such anniversary date, notice
by the  stockholder  to be timely must be so delivered not earlier than the 90th
day prior to such annual meeting and not later than the close of business on the
later  of the 75th  day  prior  to such  annual  meeting  or the  twentieth  day
following  the earlier of the day on which  public  announcement  of the date of
such  meeting is first made or notice of the meeting is mailed to  stockholders.
Such  stockholder's  notice  shall set  forth:  (i) as to each  person  whom the
stockholder  proposes to nominate for election or reelection as a director,  all
information  relating  to  such  person  that is  required  to be  disclosed  in
solicitations of proxies for election of directors, or is otherwise required, in
each case  pursuant to  Regulation  14A under the Exchange Act  (including  such
person's  written consent to being named in the proxy statement as a nominee and
to serving as a director if  elected);  (ii) as to any other  business  that the
stockholder  proposes to bring before the meeting,  a brief  description  of the
business  desired to be brought  before the meeting,  the reasons for conducting
such business at the meeting and any material  interest in such business of such
stockholder and of the beneficial owner, if any, on whose behalf the proposal is
made;  and (iii) as to the  stockholder  giving the  notice  and the  beneficial
owner,  if any, on whose behalf the nomination or proposal is made, (x) the name
and address of such stockholder,  as they appear on the Corporation's books, and
of such beneficial owner and (y) the number of shares of each class or series of
stock of the  Corporation  which  are owned  beneficially  and of record by such
stockholder and such beneficial owner.

         (3) Notwithstanding anything in the second sentence of paragraph (a)(2)
of this Section 12 to the contrary, in the event that the number of directors to
be  elected  to the  Board of  Directors  is  increased  and  there is no public
announcement  naming all of the nominees for director or specifying  the size of
the increased  Board of Directors made by the Corporation at least 85 days prior
to the first anniversary of the preceding year's annual meeting, a stockholder's
notice required by this Section 12(a) shall also be considered  timely, but only
with respect to nominees for any new positions  created by such increase,  if it
shall be delivered to the  secretary at the principal  executive  offices of the
Corporation  not later than the close of business on the tenth day following the
day on which such public announcement is first made by the Corporation.

         (b)  Special  Meetings of  Stockholders.  Only such  business  shall be
conducted at a special meeting of stockholders as shall have been brought before
the meeting  pursuant to the  Corporation's  notice of meeting.  Nominations  of
persons for election to the Board of Directors



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<PAGE>

may be made at a special  meeting of  stockholders  at which directors are to be
elected (i) pursuant to the Corporation's  notice of meeting,  (ii) by or at the
direction  of the  Board of  Directors  or  (iii)  provided  that  the  Board of
Directors  has  determined  that  directors  shall be  elected  at such  special
meeting, by any stockholder of the Corporation who is a stockholder of record at
the time of giving of notice provided for in this Section 12(b), who is entitled
to vote at the meeting and who complied with the notice  procedures set forth in
this Section  12(b).  In the event the  Corporation  calls a special  meeting of
stockholders  for the purpose of electing one or more  directors to the Board of
Directors,  any such  stockholder  may nominate a person or persons (as the case
may be) for election to such position as specified in the  Corporation's  notice
of meeting, if the stockholder's  notice containing the information  required by
paragraph  (a)(2) of this Section 12 shall be delivered to the  secretary at the
principal  executive  offices of the  Corporation not earlier than the 180th day
prior to such  special  meeting  and not later than the close of business on the
later of the 75th day prior to such special  meeting or the tenth day  following
the day on which  public  announcement  is first made of the date of the special
meeting and of the nominees  proposed by the Board of Directors to be elected at
such meeting.

         (c) General. (1) Only such persons who are nominated in accordance with
the  procedures  set  forth in this  Section  12 shall be  eligible  to serve as
directors and only such business shall be conducted at a meeting of stockholders
as shall have been brought before the meeting in accordance  with the procedures
set forth in this Section 12. The  presiding  officer of the meeting  shall have
the power and duty to determine whether a nomination or any business proposed to
be brought  before the meeting was made in accordance  with the  procedures  set
forth in this Section 12 and, if any proposed  nomination  or business is not in
compliance  with this Section 12, to declare that such  defective  nomination or
proposal be disregarded.

         (2) For purposes of this Section 12, "public  announcement"  shall mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press  or  comparable  news  service  or in a  document  publicly  filed  by the
Corporation with the Securities and Exchange  Commission pursuant to Section 13,
14 or 15(d) of the Exchange Act.

         (3)  Notwithstanding  the  foregoing  provisions  of this Section 12, a
stockholder shall also comply with all applicable  requirements of state law and
of the Exchange Act and the rules and regulations thereunder with respect to the
matters set forth in this Section 12. Nothing in this Section 12 shall be deemed
to affect any rights of  stockholders  to request  inclusion of proposals in the
Corporation's  proxy statement  pursuant to Rule 14a-8 under the Exchange Act or
to create any additional rights with respect to any such inclusion.

         Section 13. VOTING BY BALLOT. Voting on any question or in any election
may be viva voce unless the  presiding  officer  shall order or any  stockholder
shall demand that voting be by ballot.

                                  ARTICLE III.

                                    DIRECTORS

         Section 1. GENERAL POWERS; QUALIFICATIONS.  The business and affairs of
the Corporation shall be managed under the direction of its Board of Directors.



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         Section 2. NUMBER, TENURE AND QUALIFICATIONS. At any regular meeting or
at any special meeting called for that purpose, a majority of the Whole Board of
Directors may establish,  increase or decrease the number of directors, provided
that the number thereof shall never be less than the minimum number  required by
applicable  law,  nor be more than 25, and further  provided  that the tenure of
office of a director  shall not be  affected  by any  decrease  in the number of
directors.  Except  for  the  initial  directors  of the  Corporation  who  were
appointed by the  Incorporator of the Corporation and those directors who may be
elected pursuant to Preferred  Holders' Rights,  the Board of Directors shall be
classified  with respect to the time for which they  severally  hold office into
three classes, as nearly equal in number as possible, one class to be originally
elected for a term expiring at the annual meeting of  stockholders to be held in
1999,  another class to be originally  elected for a term expiring at the annual
meeting of  stockholders  to be held in 2000, and another class to be originally
elected for a term expiring at the annual meeting of  stockholders to be held in
2001,  with directors of each class to hold office until their successor is duly
elected  and  qualified.  At each  succeeding  annual  meeting of  stockholders,
directors  elected to succeed those  directors  whose terms then expire shall be
elected for a term of office to expire at the third succeeding annual meeting of
stockholders after their election,  with each director to hold office until such
person's  successor  shall have been duly elected and qualified.  Directors need
not be stockholders.

         Section 3. ANNUAL AND REGULAR MEETINGS.  An annual meeting of the Board
of Directors shall be held immediately after and at the same place as the annual
meeting of stockholders,  no notice other than this Bylaw being  necessary.  The
Board of Directors may provide, by resolution, the time and place, either within
or without the State of  Delaware,  for the  holding of regular  meetings of the
Board of Directors without other notice than such resolution.

         Section 4. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be  called  by or at the  request  of the  chairman  of the  board  (or  any
co-chairman  of the board if more than one),  president  or by a majority of the
directors  then in  office.  The person or persons  authorized  to call  special
meetings of the Board of Directors  may fix any place,  either within or without
the State of Delaware, as the place for holding any special meeting of the Board
of Directors called by them.

         Section  5.  NOTICE.  Notice  of any  special  meeting  of the Board of
Directors shall be delivered personally or by telephone, facsimile transmission,
United  States  mail or courier to each  director at his  business or  residence
address.  Notice by personal delivery, by telephone or a facsimile  transmission
shall be given at least two days prior to the  meeting.  Notice by mail shall be
given at least  five days prior to the  meeting  and shall be deemed to be given
when  deposited  in the United  States mail  properly  addressed,  with  postage
thereon prepaid.  Telephone notice shall be deemed to be given when the director
is  personally  given such  notice in a  telephone  call to which he is a party.
Facsimile transmission notice shall be deemed to be given upon completion of the
transmission  of the  message  to the  number  given to the  Corporation  by the
director and receipt of a completed answer-back indicating receipt.  Neither the
business to be transacted at, nor the purpose of, any annual, regular or special
meeting  of the  Board  of  Directors  need  be  stated  in the  notice,  unless
specifically required by statute or these Bylaws.

         Section 6.  QUORUM.  A majority of the  directors  shall  constitute  a
quorum for  transaction  of business  at any meeting of the Board of  Directors,
provided that, if less than a


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majority  of such  directors  are  present at said  meeting,  a majority  of the
directors  present may adjourn the  meeting  from time to time  without  further
notice, and provided further that if, pursuant to the charter of the Corporation
or these  Bylaws,  the vote of a majority of a particular  group of directors is
required for action, a quorum must also include a majority of such group.

         The Board of Directors  present at a meeting which has been duly called
and   convened   may   continue  to   transact   business   until   adjournment,
notwithstanding the withdrawal of enough directors to leave less than a quorum.

         Section 7. VOTING.  The action of the majority of the directors present
at a meeting  at which a quorum is  present  shall be the action of the Board of
Directors,  unless the concurrence of a greater  proportion is required for such
action by applicable statute.

         Section 8. TELEPHONE  MEETINGS.  Directors may participate in a meeting
by means of a conference  telephone or similar  communications  equipment if all
persons  participating  in the  meeting  can hear each  other at the same  time.
Participation in a meeting by these means shall constitute presence in person at
the meeting.

         Section  9.  INFORMAL  ACTION BY  DIRECTORS.  Any  action  required  or
permitted  to be taken at any  meeting  of the Board of  Directors  may be taken
without a meeting,  if a consent  in  writing  to such  action is signed by each
director and such written  consent is filed with the minutes of  proceedings  of
the Board of Directors.

         Section 10. RESIGNATION AND REMOVAL; VACANCIES. Any director may resign
at any time upon written  notice to the  Corporation.  Subject to any  Preferred
Holders'  Rights,  any director may be removed only for cause by the affirmative
vote  of  holders  of at  least  80% of  the  entire  voting  power  of all  the
then-outstanding  shares of stock  entitled to vote at an election of directors,
voting together as a single class.

         If for any reason any or all the directors cease to be directors,  such
event shall not terminate the  Corporation  or affect these Bylaws or the powers
of the  remaining  directors  hereunder  (even if  fewer  than  three  directors
remain).  Subject  to any  Preferred  Holders'  Rights,  and unless the Board of
Directors  otherwise  determines,  any vacancy on the Board of Directors for any
cause  other than an increase  in the number of  directors  shall be filled by a
majority  of the  remaining  directors,  although  such  majority is less than a
quorum,  or by the  sole  remaining  director.  Any  vacancy  in the  number  of
directors  created by an increase in the number of directors  may be filled by a
majority vote of the Whole Board.  Any  individual so elected as director  shall
hold office for the unexpired term of the director he is replacing.

         Section 11. COMPENSATION. Directors shall not receive any stated salary
for their  services as directors  but, by  resolution of the Board of Directors,
may  receive  fixed sums per year  and/or per  meeting  and/or per visit to real
property  owned or to be  acquired  by the  Corporation  and for any  service or
activity they performed or engaged in as directors.  Directors may be reimbursed
for expenses of attendance,  if any, at each annual,  regular or special meeting
of the Board of Directors or of any committee thereof and for their expenses, if
any, in connection  with each  property  visit and any other service or activity
they performed or engaged



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in as directors; but nothing herein contained shall be construed to preclude any
directors  from serving the  Corporation  in any other  capacity  and  receiving
compensation therefor.

         Section 12. LOSS OF DEPOSITS.  No director shall be liable for any loss
which may occur by reason of the failure of the bank, trust company, savings and
loan  association,  or other  institution  with whom  moneys or stock  have been
deposited.

         Section 13. SURETY BONDS.  Unless required by law, no director shall be
obligated to give any bond or surety or other  security for the  performance  of
any of his duties.

         Section 14. RELIANCE. Each director, officer, employee and agent of the
Corporation  shall,  in  the  performance  of his  duties  with  respect  to the
Corporation,  be fully justified and protected with regard to any act or failure
to act in reliance  in good faith upon the books of account or other  records of
the  Corporation,  upon  an  opinion  of  counsel  or upon  reports  made to the
Corporation by any of its officers or employees or by the adviser,  accountants,
appraisers or other experts or consultants selected by the Board of Directors or
officers of the  Corporation,  regardless  of whether such counsel or expert may
also be a director.

         Section  15.  CERTAIN  RIGHTS OF  DIRECTORS,  OFFICERS,  EMPLOYEES  AND
AGENTS.  The directors shall have no responsibility to devote their full time to
the affairs of the  Corporation.  Any director or officer,  employee or agent of
the  Corporation,  in his  personal  capacity or in a capacity as an  affiliate,
employee,  or  agent of any  other  person,  or  otherwise,  may  have  business
interests and engage in business  activities  similar to or in addition to or in
competition with those of or relating to the Corporation.

                                  ARTICLE IV.

                                   COMMITTEES

         Section 1. NUMBER,  TENURE AND  QUALIFICATIONS.  The Board of Directors
may appoint from among its members an Executive Committee, an Audit Committee, a
Compensation Committee and other committees,  composed of two or more directors,
to serve at the pleasure of the Board of Directors.

         Section 2. POWERS.  The Board of Directors  may delegate to  committees
appointed  under  Section 1 of this  Article  any of the  powers of the Board of
Directors, except as prohibited by law.

         Section 3. MEETINGS. Notice of committee meetings shall be given in the
same manner as notice for special meetings of the Board of Directors. A majority
of the members of the committee shall constitute a quorum for the transaction of
business at any meeting of the committee. The act of a majority of the committee
members  present at a meeting shall be the act of such  committee.  The Board of
Directors  may designate a chairman of any  committee,  and such chairman or any
two members of any  committee  may fix the time and place of its meeting  unless
the Board  shall  otherwise  provide.  In the  absence of any member of any such
committee,  the  members  thereof  present at any  meeting,  whether or not they
constitute a quorum,  may appoint  another  director to act in the place of such
absent member. Each committee shall keep minutes of its proceedings.



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         Section 4. TELEPHONE  MEETINGS.  Members of a committee of the Board of
Directors  may  participate  in a meeting by means of a conference  telephone or
similar communications equipment if all persons participating in the meeting can
hear each other at the same  time.  Participation  in a meeting  by these  means
shall constitute presence in person at the meeting.

         Section  5.  INFORMAL  ACTION BY  COMMITTEES.  Any action  required  or
permitted  to be taken at any meeting of a committee  of the Board of  Directors
may be taken without a meeting, if a consent in writing to such action is signed
by each  member of the  committee  and such  written  consent  is filed with the
minutes of proceedings of such committee.

         Section 6. VACANCIES.  Subject to the provisions  hereof,  the Board of
Directors  shall  have the power at any time to  change  the  membership  of any
committee,  to fill all vacancies, to designate alternate members to replace any
absent or disqualified member or to dissolve any such committee.

                                   ARTICLE V.

                                    OFFICERS

         Section 1. GENERAL  PROVISIONS.  The officers of the Corporation  shall
include a chief executive officer, a president,  a secretary and a treasurer and
may include a chairman of the board (or one or more co-chairmen of the board), a
vice chairman of the board, one or more executive vice  presidents,  one or more
senior vice presidents,  one or more vice presidents, a chief operating officer,
a chief financial  officer, a treasurer,  one or more assistant  secretaries and
one or more assistant treasurers, as well as a management advisory committee. In
addition,  the Board of  Directors  may from  time to time  appoint  such  other
officers with such powers and duties as they shall deem  necessary or desirable.
The  officers  of the  Corporation  shall be  elected  annually  by the Board of
Directors at the first meeting of the Board of Directors  held after each annual
meeting of stockholders, except that the chief executive officer may appoint one
or more vice presidents,  assistant secretaries and assistant treasurers. If the
election of officers  shall not be held at such meeting,  such election shall be
held as soon  thereafter  as may be  convenient.  Each officer shall hold office
until his successor is elected and qualifies or until his death,  resignation or
removal in the  manner  hereinafter  provided.  Any two or more  offices  except
president and vice president may be held by the same person.  In its discretion,
the Board of Directors  may leave  unfilled any office except that of president,
treasurer  and  secretary.  Election  of an officer or agent shall not of itself
create contract rights between the Corporation and such officer or agent.

         Section  2.  REMOVAL  AND  RESIGNATION.  Any  officer,  member  of  any
management  advisory committee or agent of the Corporation may be removed by the
Board of  Directors if 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.  Any officer,  member of any
management advisory committee or agent of the Corporation may resign at any time
by giving  written  notice of his  resignation  to the Board of  Directors,  the
chairman of the board (or any  co-chairman  of the board if more than one),  the
president  or the  secretary.  Any  resignation  shall  take  effect at any time
subsequent to the time specified therein or, if the time


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<PAGE>


when it shall become  effective is not specified  therein,  immediately upon its
receipt.  The  acceptance  of a  resignation  shall not be  necessary to make it
effective unless otherwise stated in the resignation.  Such resignation shall be
without prejudice to the contract rights, if any, of the Corporation.

         Section 3.  VACANCIES.  A vacancy in any office or management  advisory
committee may be filled by the Board of Directors for the balance of the term.

         Section  4.  CHIEF  EXECUTIVE  OFFICER.  The  Board  of  Directors  may
designate a chief executive  officer.  In the absence of such  designation,  the
chairman of the board (or, if more than one, the co-chairmen of the board in the
order  designated  at the time of  their  election  or,  in the  absence  of any
designation,  then in the order of their  election) shall be the chief executive
officer of the  Corporation.  The chief  executive  officer  shall have  general
responsibility  for  implementation  of  the  policies  of the  Corporation,  as
determined by the Board of Directors, and for the management of the business and
affairs of the Corporation.

         Section  5.  CHIEF  OPERATING  OFFICER.  The  Board  of  Directors  may
designate a chief operating officer.  The chief operating officer shall have the
responsibilities  and duties as set forth by the Board of Directors or the chief
executive officer.

         Section  6.  CHIEF  FINANCIAL  OFFICER.  The  Board  of  Directors  may
designate a chief financial officer.  The chief financial officer shall have the
responsibilities  and duties as set forth by the Board of Directors or the chief
executive officer.

         Section  7.  CHAIRMAN  OF THE  BOARD.  The  Board  of  Directors  shall
designate a chairman of the board (or one or more co-chairmen of the board). The
chairman of the board shall  preside over the meetings of the Board of Directors
and of the stockholders at which he shall be present. If there be more than one,
the  co-chairmen  designated by the Board of Directors will perform such duties.
The chairman of the board shall  perform such other duties as may be assigned to
him or them by the Board of Directors.

         Section 8. CHAIRMAN OF THE BOARD EMERITUS. The directors may elect by a
majority  vote,  from time to time, a chairman of the board  emeritus (or one or
more  co-chairmen  of the board  emeritus).  The chairman of the board  emeritus
shall be an honorary position and shall have no vote on any matter considered by
the  directors.  The chairman of the board emeritus shall serve for such term as
determined  by the Board of Directors  and may be removed by a majority  role of
directors with or without cause.

         Section 9. PRESIDENT.  The president or chief executive officer, as the
case may be,  shall in general  supervise  and control all of the  business  and
affairs of the Corporation. In the absence of a designation of a chief operating
officer by the Board of Directors,  the president  shall be the chief  operating
officer. He may execute any deed, mortgage,  bond, contract or other instrument,
except in cases where the execution thereof shall be expressly  delegated by the
Board of  Directors  or by these  Bylaws to some  other  officer or agent of the
Corporation or shall be required by law to be otherwise executed; and in general
shall  perform  all duties  incident to the office of  president  and such other
duties as may be prescribed by the Board of Directors from time to time.



                                       10
<PAGE>


         Section 10. VICE PRESIDENTS.  In the absence of the president or in the
event of a vacancy in such office,  the executive  vice  president,  senior vice
president  or vice  president  (or in the event there be more than one such vice
president,  such vice  presidents  in the order  designated at the time of their
election  or,  in the  absence  of any  designation,  then in the order of their
election)  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;  and  shall  perform  such  other  duties as from time to time may be
assigned  to him by the  president  or by the Board of  Directors.  The Board of
Directors may designate one or more vice  presidents as executive vice president
or as vice president for particular areas of responsibility.

         Section 11. SECRETARY.  The secretary shall (a) keep the minutes of the
proceedings  of the  stockholders,  the Board of Directors and committees of the
Board of Directors in one or more books provided for that purpose;  (b) see that
all notices are duly given in accordance  with the provisions of these Bylaws or
as required by law; (c) be custodian of the corporate records and of the seal of
the  Corporation;  (d)  keep a  register  of the  post  office  address  of each
stockholder which shall be furnished to the secretary by such  stockholder;  (e)
have general charge of the share transfer books of the  Corporation;  and (f) in
general perform such other duties as from time to time may be assigned to him by
the chief executive officer, the president or by the Board of Directors.

         Section  12.  TREASURER.  The  treasurer  shall have the custody of the
funds  and  securities  of the  Corporation  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.  In the absence of a designation of a chief  financial  officer by
the Board of Directors,  the treasurer shall be the chief  financial  officer of
the Corporation.

         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 Board of Directors, at the
regular  meetings of the Board of  Directors  or whenever it may so require,  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,  moneys and other property of whatever kind in his possession or under
his control belonging to the Corporation.

         Section  13.  ASSISTANT  SECRETARIES  AND  ASSISTANT  TREASURERS.   The
assistant secretaries and assistant treasurers,  in general,  shall perform such
duties as shall be assigned to them by the secretary or treasurer, respectively,
or by the president or the Board of Directors.  The assistant  treasurers shall,
if required by the Board of Directors,  give bonds for the faithful  performance
of their  duties  in such  sums and with such  surety  or  sureties  as shall be
satisfactory to the Board of Directors.



                                       11
<PAGE>


         Section  14.  SALARIES.  The  salaries  and other  compensation  of the
officers  shall be fixed  from  time to time by the  Board of  Directors  and no
officer shall be prevented from receiving such salary or other  compensation  by
reason of the fact that he is also a director.

                                  ARTICLE VI.

                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

         Section 1. CONTRACTS. The Board of Directors may authorize any officer,
member of any management  advisory committee or agent to enter into any contract
or to execute  and deliver  any  instrument  in the name of and on behalf of the
Corporation and such authority may be general or confined to specific instances.
Any agreement,  deed, mortgage,  lease or other document executed by one or more
of the directors or by an authorized  person shall be valid and binding upon the
Board of  Directors  and upon the  Corporation  when  authorized  or ratified by
action of the Board of Directors.

         Section 2. CHECKS AND DRAFTS.  All checks,  drafts or other  orders for
the payment of money,  notes or other  evidences of  indebtedness  issued in the
name of the Corporation shall be signed by any officer, member of any management
advisory committee or agent of the Corporation in such manner as shall from time
to time be determined by the Board of Directors.

         Section  3.  DEPOSITS.  All  funds  of the  Corporation  not  otherwise
employed shall be deposited  from time to time to the credit of the  Corporation
in such banks,  trust companies or other  depositories as the Board of Directors
may designate.

                                  ARTICLE VII.

                                      STOCK

         Section  1.  CERTIFICATES.  Each  stockholder  shall be  entitled  to a
certificate  or  certificates  which shall  represent  and certify the number of
shares of each class of stock held by him in the  Corporation.  Each certificate
shall  be  signed  by the  chief  executive  officer,  the  president  or a vice
president and  countersigned  by the secretary or an assistant  secretary or the
treasurer or an assistant  treasurer and may be sealed with the seal, if any, of
the Corporation. The signatures may be either manual or facsimile.  Certificates
shall be  consecutively  numbered;  and if the Corporation  shall,  from time to
time, issue several classes of stock, each class may have its own number series.
A certificate is valid and may be issued whether or not an officer who signed it
is still an officer  when it is issued.  Each  certificate  representing  shares
which are restricted as to their  transferability  or voting  powers,  which are
preferred or limited as to their dividends or as to their  allocable  portion of
the  assets  upon  liquidation  or which  are  redeemable  at the  option of the
Corporation, shall have a statement of such restriction,  limitation, preference
or  redemption  provision,   or  a  summary  thereof,   plainly  stated  on  the
certificate.  If the  Corporation  has authority to issue stock of more than one
class,  the  certificate  shall contain on the face or back a full  statement or
summary of the designations  and any  preferences,  conversion and other rights,
voting   powers,   restrictions,   limitations   as  to   dividends   and  other
distributions,  qualifications  and terms and  conditions  of redemption of each
class of stock and, if the  Corporation  is authorized to issue any preferred or
special class in series, the differences in the


                                       12
<PAGE>


relative rights and preferences  between the shares of each series to the extent
they  have  been set and the  authority  of the  Board of  Directors  to set the
relative rights and preferences of subsequent  series. In lieu of such statement
or summary,  the certificate may state that the Corporation  will furnish a full
statement  of such  information  to any  stockholder  upon  request  and without
charge.  If  any  class  of  stock  is  restricted  by  the  Corporation  as  to
transferability,   the  certificate  shall  contain  a  full  statement  of  the
restriction or state that the  Corporation  will furnish  information  about the
restrictions to the stockholder on request and without charge.

         Section 2. TRANSFERS. Upon surrender to the Corporation or the transfer
agent of the Corporation of a stock  certificate duly endorsed or accompanied by
proper  evidence  of  succession,  assignment  or  authority  to  transfer,  the
Corporation shall issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its books.

         The Corporation  shall be entitled to treat the holder of record of any
share of stock as the  holder in fact  thereof  and,  accordingly,  shall not be
bound to recognize  any equitable or other claim to or interest in such share or
on the part of any other  person,  whether or not it shall have express or other
notice thereof, except as otherwise provided by applicable law.

         Notwithstanding  the  foregoing,  transfers  of  shares of any class of
stock will be subject in all respects to the charter of the  Corporation and all
of the terms and conditions contained therein.

         Section 3. REPLACEMENT CERTIFICATE. Any officer designated by the Board
of  Directors  may  direct  a new  certificate  to be  issued  in  place  of any
certificate  previously  issued by the  Corporation  alleged  to have been lost,
stolen or  destroyed  upon the making of an affidavit of that fact by the person
claiming the certificate to be lost,  stolen or destroyed.  When authorizing the
issuance of a new certificate,  an officer  designated by the Board of Directors
may, in his  discretion  and as a condition  precedent to the issuance  thereof,
require the owner of such lost,  stolen or destroyed  certificate or the owner's
legal  representative  to advertise  the same in such manner as he shall require
and/or to give bond, with sufficient  surety, to the Corporation to indemnify it
against any loss or claim  which may arise as a result of the  issuance of a new
certificate.

         Section 4.  CLOSING OF  TRANSFER  BOOKS OR FIXING OF RECORD  DATE.  The
Board of  Directors  may set,  in  advance,  a record  date for the  purpose  of
determining  stockholders  entitled  to notice of or to vote at any  meeting  of
stockholders  or  determining  stockholders  entitled to receive  payment of any
dividend  or  the  allotment  of  any  other  rights,  or in  order  to  make  a
determination  of stockholders  for any other proper purpose.  Such date, in any
case,  shall not be prior to the close of business on the day the record date is
fixed  and  shall be not more  than 90 days  and,  in the case of a  meeting  of
stockholders,  not less than ten days,  before the date on which the  meeting or
particular  action requiring such  determination of stockholders of record is to
be held or taken.

         In lieu of fixing a record  date,  the Board of  Directors  may provide
that the stock transfer books shall be closed for a stated period but not longer
than 20 days.  If the  stock  transfer  books  are  closed  for the  purpose  of
determining stockholders entitled to notice of or to


                                       13
<PAGE>

vote at a meeting of  stockholders,  such books shall be closed for at least ten
days before the date of such meeting.

         If no record date is fixed and the stock  transfer books are not closed
for the determination of stockholders, (a) the record date for the determination
of  stockholders  entitled to notice of or to vote at a meeting of  stockholders
shall be at the close of  business  on the day on which the notice of meeting is
mailed or the 30th day before the  meeting,  whichever is the closer date to the
meeting; and (b) the record date for the determination of stockholders  entitled
to receive  payment of a dividend or an  allotment  of any other rights shall be
the close of  business  on the day on which  the  resolution  of the  directors,
declaring the dividend or allotment of rights, is adopted.

         When a determination of stockholders entitled to vote at any meeting of
stockholders has been made as provided in this section, such determination shall
apply to any adjournment  thereof,  except when (i) the  determination  has been
made through the closing of the transfer  books and the stated period of closing
has expired or (ii) the meeting is  adjourned to a date more than 120 days after
the record date fixed for the  original  meeting,  in either of which case a new
record date shall be determined as set forth herein.

         Section  5.  STOCK  LEDGER.  The  Corporation  shall  maintain  at  its
principal office or at the office of its counsel, accountants or transfer agent,
an original or duplicate  stock ledger  containing  the name and address of each
stockholder and the number of shares of each class held by such stockholder.

         Section 6. FRACTIONAL STOCK;  ISSUANCE OF UNITS. The Board of Directors
may issue  fractional  stock or provide for the  issuance of scrip,  all on such
terms and under such conditions as they may determine. Notwithstanding any other
provision of the charter or these Bylaws, the Board of Directors may issue units
consisting of different securities of the Corporation.  Any security issued in a
unit shall have the same  characteristics as any identical  securities issued by
the  Corporation,  except that the Board of  Directors  may  provide  that for a
specified  period  securities  of the  Corporation  issued  in such  unit may be
transferred on the books of the Corporation only in such unit.

                                 ARTICLE VIII.

                                 ACCOUNTING YEAR

         The Board of Directors shall have the power,  from time to time, to fix
the fiscal year of the Corporation by a duly adopted resolution.

                                   ARTICLE IX.

                                  DISTRIBUTIONS

         Section 1.  AUTHORIZATION.  Dividends and other  distributions upon the
stock  of the  Corporation  may be  authorized  and  declared  by the  Board  of
Directors,  subject to the provisions of law and the charter of the Corporation.
Dividends and other  distributions may be paid in cash, property or stock of the
Corporation, subject to the provisions of law and the charter.


                                       14
<PAGE>


         Section 2.  CONTINGENCIES.  Before  payment of any  dividends  or other
distributions,  there  may be set aside  out of any  assets  of the  Corporation
available for dividends or other  distributions such sum or sums as the Board of
Directors may from time to time, in its absolute  discretion,  think proper as a
reserve fund for contingencies, for equalizing dividends or other distributions,
for repairing or maintaining  any property of the  Corporation or for such other
purpose as the Board of Directors  shall determine to be in the best interest of
the  Corporation,  and the Board of  Directors  may modify or  abolish  any such
reserve in the manner in which it was created.

                                   ARTICLE X.

                                INVESTMENT POLICY

         Subject to the provisions of the charter of the Corporation,  the Board
of Directors may from time to time adopt,  amend, revise or terminate any policy
or policies  with respect to  investments  by the  Corporation  as it shall deem
appropriate in its sole discretion.

                                  ARTICLE XI.

                                      SEAL

         Section 1. SEAL. The Board of Directors may authorize the adoption of a
seal by the Corporation.  The seal shall contain the name of the Corporation and
the year of its  incorporation  and the words  "Corporate Seal,  Delaware".  The
Board of Directors may authorize one or more duplicate seals and provide for the
custody thereof.

         Section 2.  AFFIXING  SEAL.  Whenever the  Corporation  is permitted or
required to affix its seal to a  document,  it shall be  sufficient  to meet the
requirements of any law, rule or regulation relating to a seal to place the word
"(SEAL)"  adjacent  to the  signature  of the person  authorized  to execute the
document on behalf of the Corporation.

                                  ARTICLE XII.

                    INDEMNIFICATION AND ADVANCES FOR EXPENSES

         To the maximum extent  permitted by Delaware law in effect from time to
time, the  Corporation,  without  requiring a preliminary  determination  of the
ultimate  entitlement  to  indemnification,  shall  indemnify  and  shall pay or
reimburse reasonable expenses in advance of final disposition of a proceeding to
(a) any individual who is a present or former director, officer or member of any
management  advisory committee of the Corporation and who is made a party to the
proceeding by reason of his service in that capacity or (b) any individual  who,
while a director  of the  Corporation  and at the  request  of the  Corporation,
serves or has served another  corporation,  partnership,  joint venture,  trust,
employee benefit plan or any other enterprise as a director, officer, partner or
trustee of such corporation, partnership, joint venture, trust, employee benefit
plan or other  enterprise and who is made a party to the proceeding by reason of
his service in that  capacity.  The  Corporation  may,  with the approval of its
Board of Directors,  provide such  indemnification and advance for expenses to a
person who served a predecessor of


                                       15
<PAGE>


the  Corporation in any of the  capacities  described in (a) or (b) above and to
any employee or agent of the Corporation or a predecessor of the Corporation.

         Neither the amendment  nor repeal of this Article,  nor the adoption or
amendment  of any other  provision  of the Bylaws or charter of the  Corporation
inconsistent  with this  Article,  shall  apply to or affect in any  respect the
applicability  of the preceding  paragraph with respect to any act or failure to
act which occurred prior to such amendment, repeal or adoption.

                                 ARTICLE XIII.

                                WAIVER OF NOTICE

         Whenever any notice is required to be given  pursuant to the charter of
the  Corporation or these Bylaws or pursuant to applicable law, a waiver thereof
in writing,  signed by the person or persons  entitled to such  notice,  whether
before or after the time  stated  therein,  shall be  deemed  equivalent  to the
giving of such notice.  Neither the business to be transacted at nor the purpose
of any meeting  need be set forth in the waiver of notice,  unless  specifically
required  by  statute.  The  attendance  of  any  person  at any  meeting  shall
constitute a waiver of notice of such meeting,  except where such person attends
a meeting  for the  express  purpose  of  objecting  to the  transaction  of any
business on the ground that the meeting is not lawfully called or convened.

                                  ARTICLE XIV.

                               AMENDMENT OF BYLAWS

         The Board of Directors shall have the exclusive  power to adopt,  alter
or repeal any provision of these Bylaws and to make new Bylaws. These Bylaws may
also be amended by the affirmative vote of holders of at least 80% of the entire
voting power of all the then outstanding  shares of stock entitled to vote at an
election of directors, voting together as a single class.



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