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                                                                    EXHIBIT 3.2



                          AMENDED AND RESTATED BYLAWS

                                       OF

                            SPORT SUPPLY GROUP, INC.
                        (As Adopted on January 23, 1997)


                              ARTICLE 1 - OFFICES

         SECTION 1.     Office.  The registered office shall be established
and maintained at 32 Loockerman Square, Suite L-100, Dover, County of Kent, in
the State of Delaware.

         SECTION 2.     Other Offices. The corporation may have other offices,
either within or without the State of Delaware, at such place or places as the
Board of Directors may from time to time appoint or the business of the
corporation may require.


                     ARTICLE II - MEETINGS OF STOCKHOLDERS

         SECTION 1.     Places of Meetings.  Unless the Board of Directors
shall fix another place for the holding of the meeting, meetings of
stockholders shall be held at the corporation's headquarters, 1901 Diplomat,
Farmers Branch, Texas, or at such other place in the Dallas, Texas area as
specified by the person or persons calling the meeting.

         SECTION 2.     Annual Meetings. Annual meetings of stockholders for
the election of directors and for such other business as may be stated in the
notice of the meeting, shall be held on the second Friday in February at 10:00
a.m., unless the Board of Directors shall fix a different date or time. At each
annual meeting, the stockholders entitled to vote shall elect a Board of
Directors and may transact such other corporate business as shall be stated in
the notice of the meeting.

         SECTION 3.     Special Meetings. Special meetings of the stockholders,
for any purpose, unless otherwise prescribed by statute or by the Amended and
Restated Certificate of Incorporation, may only be called by the chairman of
the board and shall be called by the chairman of the board or secretary at the
request in writing of a majority of the directors or stockholders entitled to
vote.  A call for a special meeting of stockholders shall be in writing, filed
with the secretary, and shall specify the time and place of holding of such
meeting and the purpose or purposes for which it is called.




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         SECTION 4.     Notice of Meetings. Written notice, stating the place,
date, and time of the meeting, and the general nature of the business to be
considered, shall be mailed to each stockholder of the corporation entitled to
vote at such meeting, but not less than ten nor more than sixty days before the
date of the meeting.

         SECTION 5.     Quorum.  The holders of a majority of the shares
entitled to vote, represented in person or by proxy, shall constitute a quorum
at all meetings of the stockholders for the transaction of business, except as
otherwise provided by statute, the Amended and Restated Certificate of
Incorporation or these Amended and Restated Bylaws.  If stockholders necessary
for a quorum shall fail to be present at the time and place fixed for any
meeting, the holders of a majority of the shares entitled to vote who are
represented in person or by proxy may adjourn the meeting from time to time,
until a quorum is present, and at any such adjourned meeting at which a quorum
is present, any business may be transacted which might have been transacted at
the original meeting.

         SECTION 6.     Voting.  Except as otherwise provided by the Amended
and Restated Certificate of Incorporation, each stockholder entitled to vote in
accordance with the terms and provisions of the Amended and Restated
Certificate of Incorporation and these Amended and Restated Bylaws shall be
entitled to one vote, in person or by proxy, for each share of stock entitled
to vote held by such stockholder.

         SECTION 7.     Required Vote.  When a quorum is present at any 
meeting, the vote of the holders of a majority of the shares having voting
power represented in person or by proxy at the meeting shall decide any
question brought before such meeting, unless the question is one upon which, by
express provision of statute, the Amended and Restated Certificate of
Incorporation or these Amended and Restated Bylaws, a different vote is
required, in which case such express provision shall govern and control the
decision of such question.  All elections for directors shall be decided by a
plurality of the shares entitled to vote on the election of directors and
present in person or represented by proxy at the meeting.

         SECTION 8.     Proxies.  (a)  Each stockholder entitled to vote at a
meeting of stockholders or to express consent or dissent to corporate action in
writing without a meeting may authorize another person or persons to act for
him by proxy, but no such proxy shall be voted or acted upon after three years
from its date, unless the proxy provides for a longer period.

                 (b)    Without limiting the manner in which a stockholder
may authorize another person or persons to act for him as proxy pursuant to
subsection (a) of this Section, the following shall constitute a valid means by
which a stockholder may grant such authority:

                              (i)     A stockholder may execute a writing
                 authorizing another person or persons to act for him as proxy.
                 Execution may be accomplished by the stockholder or his
                 authorized officer, director, employee, or agent signing such
                 writing or causing his or her signature to be affixed to such
                 writing by any reasonable means including, but not limited to,
                 by facsimile signature.





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                             (ii)     A stockholder may authorize another
                 person or persons to act for him as proxy by transmitting or
                 authorizing the transmission of a telegram, cablegram, or
                 other means of electronic transmission to the person who will
                 be the holder of the proxy or to a proxy solicitation firm,
                 proxy support service organization, or like agent duly
                 authorized by the person who will be the holder of the proxy
                 to receive such transmission, provided that any such telegram,
                 cablegram, or other means of electronic transmission must
                 either set forth or be submitted with information from which
                 it can be determined that the telegram, cablegram, or other
                 electronic transmission was authorized by the stockholder.  If
                 it is determined that such telegrams, cablegrams, or other
                 electronic transmissions are valid, the inspectors or, if
                 there are no inspectors, such other persons making that
                 determination shall specify the information upon which they
                 relied.

                 (c)     Any copy, facsimile telecommunication, or other
reliable reproduction of the writing or transmission created pursuant to
subsection (b) of this Section may be substituted or used in lieu of the
original writing or transmission for any and all purposes for which the
original writing or transmission could be used, provided that such copy,
facsimile telecommunication or other reproduction shall be a complete
reproduction of the entire original writing or transmission.

         SECTION 9.     List of Stockholders.  The secretary shall prepare, at
least ten days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting, arranged in alphabetical order,
and showing the address of each stockholder and the number of shares registered
in the name of each stockholder.  Such list shall be open to the examination of
any stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least ten days prior to the meeting, either
at a place within the city where the meeting is to be held, which place shall
be specified in the notice of the meeting, or, if not so specified, at the
place where the meeting is to be held. The list shall be produced and kept at
the time and place of the meeting during the whole time thereof and may be
inspected by any stockholder present.

         SECTION 10.    Inspectors.  (a)  The corporation shall, in advance of
any meeting of stockholders, appoint one or more inspectors to act at the
meeting and make a written report thereof.  The corporation may designate one
or more persons as alternate inspectors to replace any inspector who fails to
act.  If no inspector or alternate is able to act at a meeting of stockholders,
the chairman of the meeting shall appoint one or more inspectors to act at the
meeting.  Each inspector, before entering upon the discharge of his duties,
shall take and sign an oath faithfully to execute the duties of inspector with
strict impartiality and according to the best of his ability.

                 (b)     The inspectors shall (i) ascertain the number of
shares outstanding and the voting power of each, (ii) determine the shares
represented at a meeting and the validity of proxies and ballots, (iii) count
all votes and ballots, (iv) determine and retain for a reasonable period a
record of the disposition of any challenges made to any determination by the
inspectors, and (v) certify their determination of the number of shares
represented at the meeting, and their





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count of all votes and ballots.  The inspectors may appoint or retain other
persons or entities to assist the inspectors in the performance of the duties
of the inspectors.

                 (c)     The date and time of the opening and the closing of
the polls for each matter upon which the stockholders will vote at a meeting
shall be announced at the meeting.  No ballot, proxies or votes, nor any
revocations thereof or changes thereto, shall be accepted by the inspectors
after the closing of the polls unless the Delaware Court of Chancery, upon
application by a stockholder, shall determine otherwise.

                 (d)     In determining the validity and counting of proxies
and ballots, the inspectors shall be limited to an examination of the proxies,
any envelopes submitted with those proxies, any information provided in
accordance with Article II, Section 8(b)(ii), ballots and the regular books and
records of the corporation, except that the inspectors may consider other
reliable information for the limited purpose of reconciling proxies and ballots
submitted by or on behalf of banks, brokers, their nominees, or similar persons
that represent more votes than the holder of a proxy is authorized by the
record owner to cast, or more votes than the stockholder holds of record.  If
the inspectors consider other reliable information for  the limited purpose
permitted herein, the inspectors at the time they make their certification
pursuant to subsection (b)(v) of this Section shall specify the precise
information considered by them including the person or persons from whom they
obtained the information, when the information was obtained, the means by which
the information was obtained and the basis for the inspector's belief that such
information is accurate and reliable.

         Section 11.    Action Without a Meeting.  No action required to be
taken or which may be taken at an annual or special meeting of stockholders of
the corporation may be taken without a meeting, and the powers of stockholders
to consent in writing, without a meeting to the taking of any action is
specifically denied.


                        ARTICLE III - BOARD OF DIRECTORS

         SECTION 1.     General Powers. The business and affairs of the
corporation shall be managed by the Board of Directors.  The Board may exercise
all such powers of the corporation and do all such lawful acts and things as
are not by statute, by the Amended and Restated Certificate of Incorporation or
these Amended and Restated Bylaws directed or required to be exercised or done
by the stockholders.

         Number--The number of directors shall be fixed from time to time by
resolution of the Board of Directors but shall not be less than three nor more
than ten.

         Tenure--The directors shall be elected at the annual meeting of
stockholders, except upon a vacancy or newly created directorship resulting
from resignation or removal of a director or an increase in the authorized
number of directors.  Each director shall hold office until his successor is
elected and qualified or until his earlier resignation or removal.





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         Vacancies--Vacancies and newly created directorships, resulting from
an increase in the authorized number of directors, may be filled by a majority
of the directors then in office though less than a quorum.

         Resignation--Any director, member of a committee, or other officer may
resign at any time.  Such resignation shall be made in writing, and shall take
effect at the time specified therein, and if no time be specified, at the time
of its receipt by the chairman, president or secretary. The acceptance of a
resignation shall not be necessary to make it effective.

         SECTION 2.   Nominations for Directors.  Nominations for election to 
the Board of Directors of the corporation at a meeting of the stockholders may
be made by the Board of Directors, or on behalf of the Board of Directors by a
Nominating Committee appointed by the Board of Directors, or by any stockholder
of the corporation entitled to vote for the election of directors at such
meeting.  Such nominations, other than those made by or on behalf of the Board
of Directors, shall be made by notice in writing and mailed by certified mail,
to the secretary of the corporation and received no later than 60 days after
the end of the corporation's fiscal year; provided, however, that if less than
35 days' notice of a meeting of stockholders called for the election of
directors is given to the stockholders, such nomination by such stockholder
shall have been made or delivered to the secretary of the corporation not later
than the close of business on the seventh day following the day on which the
notice of meeting was mailed.  Such notice shall set forth as to each proposed
nominee who is not an incumbent director (i) the name, age, business address
and, if known, residence address of each nominee proposed in such notice, (ii)
the principal occupation or employment of each such  nominee, (iii) the number
of shares of stock of the corporation which are beneficially owned by each such
nominee and the nominating stockholder, and (iv) any other information
concerning the nominee that must be disclosed of nominees in proxy
solicitations pursuant to Rule 14(a) of the Securities Exchange Act of 1934, as
amended.

         The chairman of the board or, in his absence, the president, may, if
the facts warrant, determine and declare to the meeting of stockholders that a
nomination was not made in accordance with the foregoing procedure and that the
defective nomination shall be disregarded.

         SECTION 3.     Annual Meetings of Board. The annual meeting of
the Board of Directors shall be held following the annual meeting of the
stockholders and shall be a meeting of the directors elected at such meeting of
stockholders.  No notice shall be required.

         SECTION 4.     Regular Meetings of Board.  Regular meetings of
the Board shall be held at such times and places as the Board of Directors may
fix. No notice shall be required.

         SECTION 5.     Special Meetings of the Board. Special meetings of
the Board of Directors shall be held whenever called by the chairman, the
president, or any two or more directors.  At least 24 hours written or oral
notice of each special meeting shall be given to each director.

         SECTION 6.     Telephone Meetings.  Directors may attend any
meeting of the Board of Directors or any committee thereof by conference
telephone, radio, television, or similar means





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of communication by which all persons participating in the meeting can hear
each other, and all members so attending shall be deemed present at the meeting
for all purposes including the determination of whether a quorum is present.

         SECTION 7.     Quorum. A majority of the of members of the board
of directors if the total number is odd or one-half thereof if the total number
is even shall constitute a quorum for the transaction of business.   The vote
of a majority of directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors, unless otherwise provided by law,
the Amended and Restated Certificate of Incorporation, or these Amended and
Restated Bylaws.  If at any meeting of the Board of Directors there is less
than a quorum, the majority of those present may adjourn the meeting from time
to time until a quorum is present.  At any such adjourned meeting, a quorum
being present, any business may be transacted which might have been transacted
at the original meeting.

         SECTION 8.     Removal.  Any director or directors may be removed
either for or without cause at any time by the affirmative vote of the holders
of a majority of all the shares of stock outstanding and entitled to vote, at a
special meeting of the stockholders called for such purpose, and the vacancies
thus created may be filled at the meeting held for the purpose of removal by
the affirmative vote of a majority in interest of the stockholders entitled to
vote.

         SECTION 9.     Increase of Number.  The number of directors may be
increased by amendment of these Amended and Restated Bylaws, by the affirmative
vote of a majority of the directors, though less than a quorum, or, by the
affirmative vote of a majority in interest of the stockholders at the annual
meeting or at a special meeting called for that purpose, and by like vote the
additional directors may be chosen at such meeting to hold office until the
next annual election and until their successors are elected and qualified.

         SECTION 10.    Committees of the Board.  The Board of Directors
may by resolution, adopted by a majority of the whole Board of Directors,
designate one or more committees, each committee to consist of one or more of
the directors of the corporation.  Any such committee, to the extent provided
in the resolution of the Board of Directors, shall have and may exercise all
the powers and authority of the Board of Directors in the management of the
business and affairs of the corporation, except as such committee may be
explicitly prohibited from doing so by the Amended and Restated Certificate of
Incorporation, these Amended and Restated Bylaws, or the laws of the State of
Delaware.

         Each committee may adopt rules governing the method of calling and the
time and place of holding its meetings.  Unless otherwise provided in the
resolution of the Board of Directors establishing the committee, a majority of
any committee shall constitute a quorum for the transaction of business, and
the act of a majority of the members of such committee present at a meeting at
which a quorum is present shall be the act of such committee.

         SECTION 11.    Compensation. Directors, who are not officers of the
corporation, shall receive such compensation as shall be fixed by resolution of
the Board of Directors for their services as directors and as members of
committees.  Officers of the corporation shall not receive





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any compensation for serving on the Board of Directors or any of its
committees.  All directors are entitled to reimbursement for fees and expenses
incurred for attendance at each meeting.  Nothing herein contained shall be
construed to preclude any director from serving the corporation in any other
capacity as an officer, agent or otherwise, and receiving compensation
therefor.

         SECTION 12.    Action Without Meeting.  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 prior to such action a
written consent thereto is signed by all members of the Board of Directors, or
of such committee as the case may be, and such written consent is filed with
the minutes of proceedings of the Board or committee.


                             ARTICLE IV - OFFICERS

         SECTION 1.     Officers. The officers of the corporation shall
consist of at least a President and a Secretary, and shall be elected by the
Board of Directors and shall hold office until their successors are elected and
qualified or until their earlier resignation or removal. In addition, the Board
of Directors may elect a Chairman, a Chief Executive Officer, a Chief Financial
Officer, a Chief Operating Officer, a Treasurer, one or more Vice Presidents
and such Assistant Secretaries and Assistant Treasurers as it may deem proper.
None of the officers of the corporation need be directors. The officers shall
be elected at the annual meeting of the Board of Directors.  More than two
offices may be held by the same person.

         SECTION 2.     Other Officers and Agents. The Board of Directors
may appoint such officers and agents as it may deem advisable, who shall hold
their offices for such terms and shall exercise such power and perform such
duties as shall be determined from time to time by the Board of Directors.

         SECTION 3.     Removal and Vacancies.  Any officer or agent of the
corporation may be removed at any time by the affirmative vote of a majority of
the Board of Directors.  Any vacancy occurring in any office of the corporation
may be filled by the Board of Directors or otherwise as provided in this
Article.

         SECTION 4.     Execution of Instruments.  The Chairman of the Board,
Chief Executive Officer, President and Chief Financial Officer (and such other
officers as are authorized thereunto by resolution of the Board of Directors)
may execute, in the name of the corporation, bonds, notes, debentures and other
evidences of indebtedness, stock certificates, deeds, mortgages, deeds of
trust, indentures, contracts, leases, agreements and other instruments,
requiring a seal under the seal of the corporation, and may execute such
documents where not requiring a seal, except where such documents are required
by law to be otherwise signed and executed, and except where the signing and
execution thereof shall be exclusively delegated to some other officer or agent
of the corporation; when so affixed the seal shall be attested by the signature
of the Secretary or the Treasurer or an Assistant Secretary or Assistant
Treasurer.





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         SECTION 5.     Chairman.  The Chairman of the Board of Directors,
if one be elected, shall preside at all meetings of the Board of Directors and
he shall have and perform such other duties as from time to time may be
assigned to him by the Board of Directors.

         SECTION 6.     President.  The President shall preside at all
meetings of the stockholders and shall be ex-officio a member of all standing
committees, have general powers of oversight, supervision and management of the
business and affairs of the corporation, and see that all orders and
resolutions of the Board of Directors are carried into effect.

         In the event another executive officer has been designated Chief
Executive Officer of the corporation by the Board of Directors, then (i) such
other executive officer shall have all of the powers granted by the bylaws to
the President and such other responsibilities, duties and powers as may from
time to time be designated by the Board of Directors; and (ii) the President
shall, subject to the powers of supervision and control thereby conferred upon
the Chief Executive Officer, have all necessary powers to discharge his
responsibility as President, including general supervision of the affairs of
the corporation and general and active control of all of its business.

         The President or, if applicable, the Chief Executive Officer, shall
perform all the duties and have all the powers of the Chairman of the Board in
the absence of the Chairman of the Board.

         SECTION 7.     Chief Financial Officer.  The Chief Financial
Officer shall, subject to the power of the Chief Executive Officer and
President, have general and active control of all of the financial matters of
the corporation and shall have all necessary powers to discharge such
responsibility, and shall perform such other duties as the Board of Directors,
the Chief Executive Officer, the President, or the Chairman may prescribe.  He
shall be authorized to execute bonds, mortgages, and other contracts on behalf
of the corporation, except where required or permitted by law or these Amended
and Restated Bylaws to be otherwise executed and except where the execution
thereof shall be expressly delegated by the Board of Directors to some other
officer or agent of the corporation.

         SECTION 8.     Vice President. Each Vice President shall have such
powers and shall perform such duties as shall be assigned to him by the Board
of Directors.

         SECTION 9.     Treasurer.  The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate account of
receipts and disbursements in books belonging to the corporation. He shall
deposit all monies and other valuables in the name and to the credit of the
corporation in such depositories as may be designated by the Board of
Directors.   The Treasurer shall disburse the funds of the corporation as may
be ordered by the Board of Directors, the Chief Executive Officer, the Chief
Financial Officer or the President, taking proper vouchers for such
disbursements.

         SECTION 10.    Secretary.  The Secretary shall give, or cause to be
given, notice of all meetings of stockholders and directors as required by
these Amended and Restated Bylaws, and all other notices required by law or by
these Amended and Restated Bylaws, and in case of his





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absence or refusal or neglect so to do, any such notice may be given by any
person thereunto directed by the Chief Executive Officer and President, or by
the directors, or stockholders, upon whose requisition the meeting is called as
provided in these Amended and Restated Bylaws. He shall record, or cause to be
recorded, all the proceedings of the meetings of the corporation and of
directors in a book to be kept for that purpose.  He shall keep in safe custody
the seal of the corporation, and when authorized by the Board of Directors,
affix the same to any instrument requiring it, and when so affixed, it shall be
attested by his signature or by the signature of any Assistant Secretary.  The
Board of Directors may give general authority to any other officer to affix the
seal of the corporation and to attest the fixing of his signature.

         SECTION 11.    Assistant Treasurers and Assistant Secretaries.
Assistant Treasurers and Assistant Secretaries, if any, shall be elected and
shall have such powers and shall perform such duties as shall be assigned to
them, respectively, by the directors.


                      ARTICLE V - SHARES AND STOCKHOLDERS

         SECTION 1.     Certificates Representing Shares.  Every holder of
stock in the corporation shall be entitled to have a certificate, signed by, or
in the name of, the corporation by the Chairman of the Board, President or a
Vice President and the Treasurer, Secretary, Assistant Treasurer or Assistant
Secretary of the corporation, certifying the number of shares owned by him in
the corporation.  The signature of any such officer may be facsimile if the
certificate is countersigned by a transfer agent or registered by a registrar,
other than the corporation itself or an employee of the corporation.  In case
any officer who has signed or whose facsimile signature has been placed upon
such certificate shall have ceased to be such officer before such certificate
is issued, it may be issued by the corporation with the same effect as if he
were such officer at the date of its issuance.  If the corporation shall be
authorized to issue more than one class of stock or more than one series of any
class, the powers, designations, preferences and relative, participating,
optional, or other special rights of each class of stock or series thereof and
the qualifications, limitations, or restrictions of such preferences and/or
rights shall be set forth in full or summarized on the face or back of the
certificate which the corporation shall issue to represent such class or series
of stock provided that, except as otherwise provided in Section 202 of the
General Corporation Law of the State of Delaware, in lieu of the foregoing
requirements, there may be set forth on the face or back of the certificate
which the corporation shall issue to represent such class or series of stock a
statement that the corporation will furnish without charge to each stockholder
who so requests the designations, preferences, and relative, participating,
optional or other special rights of each class of stock or series thereof and
the qualifications, limitations, or restrictions of such preferences and
rights.

         SECTION 2.     Transfer of Shares.  Subject to valid transfer
restrictions, by agreement or otherwise, and to stop-transfer orders directed
in good faith by the corporation to any transfer agent to prevent possible
violations of federal or state securities laws, rules, or regulations, or  for
any other lawful purpose, upon surrender to the corporation of a certificate
for shares duly endorsed or accompanied by proper evidence of succession,
assignment, or authority to transfer,





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it shall be the duty of the corporation to issue a new certificate to the
person entitled thereto, cancel the old certificate, and record the transaction
upon its books.

         SECTION 3.     Fixing Record Date.  (a)  In order that the
corporation may determine the stockholders entitled to notice of or to vote at
any meeting of stockholders or any adjournment thereof, the Board of Directors
may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the Board of Directors, and
which record date shall not be more than sixty nor less than ten days before
the date of such meeting.  If no record date is fixed by the Board of
Directors, the record date for determining stockholders entitled to notice of
or to vote at a meeting of stockholders shall be at the close of business on
the day next preceding the date on which notice is given, or, if notice is
waived, at the close of business on the date next preceding the day on which
the meeting is held.  A determination of stockholders of record entitled to
notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board of Directors may
fix a new record date for the adjourned meeting.

                 (b)     In order that the corporation may determine the
stockholders entitled to consent to corporate action in writing without a
meeting, the Board of Directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is
adopted by the Board of Directors, and which date shall not be more than ten
days after the date upon which the resolution fixing the record date is adopted
by the Board of Directors.  If no record date has been fixed by the Board of
Directors, the record date for determining stockholders entitled to consent to
corporate action in writing without a meeting, when no prior action by the
Board of Directors is required by this Section, shall be the first date on
which a signed written consent setting forth the action taken or proposed to be
taken is delivered to the corporation by delivery to its registered office in
the State of Delaware, its principal place of business, or an officer or agent
of the corporation having custody of the book in which proceedings of meetings
of stockholders are recorded.  Delivery made to the corporation's registered
office shall be by hand or by certified or registered mail, return receipt
requested.  If no record date has been fixed by the Board of Directors and
prior action by the Board of Directors is required by statute, the record date
for determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the day on which the
Board of Directors adopts the resolution taking such prior action.
Notwithstanding the foregoing, this Section 3(b) shall be subject to any terms
in the Amended and Restated Certificate of Incorporation and these Amended and
Restated Bylaws that restrict stockholders from acting by written consent.

                 (c)     In order that the corporation may determine the
stockholders entitled to receive payment of any dividend or other distribution
or allotment of any rights or the stockholders entitled to receive any rights
in respect of any change, conversion or exchange of stock, or for the purpose
of any other lawful action, the Board of Directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted, and which record date shall be not more than sixty days
prior to such action.  If no record date is fixed, the record date for
determining stockholders for any such purpose shall be at





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the close of business on the day on which the Board of Directors adopts the
resolution relating thereto.

         SECTION 4.     Registered Stockholders.  The corporation shall be
entitled to recognize the exclusive right of a person registered on its books
as the owner of any share or shares to receive dividends, and to vote as such
owner, and for all other purposes as such owner; and the corporation shall not
be bound to recognize any equitable or other claim to or interest in such share
or shares on the part of any other person, whether or not it shall have express
or other notice thereof, except as otherwise provided by the laws of the State
of Delaware.

         SECTION 5.     Lost Certificates.  The Board of Directors may
direct a new certificate or certificates to be issued in place of any
certificate or certificates theretofore issued by the corporation alleged to
have been lost, stolen, or destroyed, upon the making of an affidavit of that
fact by the person claiming the certificate of stock to be lost, stolen, or
destroyed.  When authorizing such issue of a new certificate or certificates,
the Board of Directors may, in its discretion and as a condition precedent to
the issuance thereof, require the owner of such lost, stolen or destroyed
certificate or certificates, or his legal representative, to advertise the same
in such manner as it shall require and give the corporation a bond in such sum
as it may direct as indemnity against any claim that may be made against the
corporation with respect to the certificate alleged to have been lost, stolen,
or destroyed.


                     ARTICLE VI - MISCELLANEOUS PROVISIONS

         SECTION 1.     Notice and Waiver of Notice.  Whenever notice is
required to be given under the Amended and Restated Certificate of
Incorporation, these Amended and Restated Bylaws, or the laws of the State of
Delaware, a written waiver thereof 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 when 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 2.     Dividends.  Subject to the provisions of the Amended
and Restated Certificate of Incorporation the Board of Directors may, out of
funds legally available therefor at any regular or special meeting, declare
dividends upon the capital stock of the corporation as and when they deem
advisable.  Before declaring any dividends there may be set apart out of any
funds of the corporation available for dividends, such sum or sums as the
directors from time to time in their discretion deem proper working capital or
as a reserve fund to meet contingencies or for equalizing dividends or for such
other purposes as the directors shall deem conducive to the interests of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

         SECTION 3.     Seal.  The corporate seal shall be circular in form
and shall contain the name of the corporation, the year of its creation, and
the words "CORPORATE SEAL





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DELAWARE."  Said seal may be used by causing it or a facsimile thereof to be
impressed or affixed or otherwise reproduced.

         SECTION 4.     Fiscal Year. The fiscal year of the corporation
shall be determined by resolution of the Board of Directors.


                         ARTICLE VII - INDEMNIFICATION

         SECTION 1.     Indemnification.

                 (a)     The corporation shall indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation)
by reason of the fact that he is or was a director, 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 proceeding, had no reasonable cause to believe his conduct was unlawful.
The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was unlawful.

                 (b)     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
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 interests of the corporation and except that no indemnification shall
be made in respect to 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.





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                 (c)     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 subsections (a) and
(b), 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.

                 (d)     Any indemnification under subsections (a) and (b)
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met
the applicable standard of conduct set forth in subsections (a) and (b).  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
proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, or (3) by the stockholders.

                 (e)     Expenses (including attorneys' fees) incurred by an
officer or director in defending any civil, criminal, administrative or
investigative action, suit or proceeding may 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 or officer to repay
such amount if it shall ultimately be determined that he is not entitled to be
indemnified by the corporation as authorized in this Article VII.  Such
expenses (including attorneys' fees) incurred by other employees or agents may
be so paid upon such terms and conditions, if any, as the Board of Directors
deems appropriate.

                 (f)     The indemnification and advancement of expenses
provided by, or granted pursuant to, the other subsections of this Article VII
shall not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under the Amended
and Restated Certificate of Incorporation, any agreement or vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.

                 (g)     The corporation shall have the power 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 this
Article VII.

                 (h)     For purposes of this Article VII, 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





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a director, officer, employee or agent or another corporation, partnership,
joint venture, trust or other enterprise, shall stand in the same position
under the provisions of this Article VII 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)     For purposes of this Article VII, references to
"other enterprises" shall include employee benefit plans; references to "fines"
shall include any excise taxes assessed on a person with respect to any
employee benefit plan; and references to "serving at the request of the
corporation" shall include any service as a director, officer, employee or
agent of the corporation which imposes duties on, or involves services by, such
director, officer, employee, or agent with respect to an employee benefit plan,
its participants or beneficiaries; and a person who acted in good faith and in
a manner he reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the corporation" as referred to in
this Article VII.

                 (j)     The indemnification and advancement of expenses
provided by, or granted pursuant to, this Article VII shall, unless otherwise
provided when authorized or ratified, 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 a person.


                           ARTICLE VIII - AMENDMENTS

         These Amended and Restated Bylaws may be altered and repealed and new
bylaws adopted at any annual meeting of the stockholders, or at any special
meeting of the stockholders if notice thereof is contained in the notice of
such special meeting, by the affirmative vote of a majority of the shares
entitled to vote thereat and present or represented at such meeting, or by the
affirmative vote of the Board of Directors at any regular meeting of the Board
of Directors, or at any special meeting of the Board of Directors, if notice
thereof is contained in the notice of such special meeting.





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