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                                                                     EXHIBIT 3.1

                      THIRD AMENDED AND RESTATED BY-LAWS
                                       OF
                          COINMACH LAUNDRY CORPORATION
                             A Delaware Corporation

                        (HEREINAFTER, THE "CORPORATION")


                                   ARTICLE I

                                    OFFICES
                                    -------

          SECTION 1.  REGISTERED OFFICE.  The registered office of the
          ----------  -----------------                               
Corporation in the State of Delaware shall be located at 15 East North Street in
the City of Dover, County of Kent 19901.  The name of the Corporation's
registered agent at such address is United Corporate Services, Inc.  The
registered office and/or registered agent of the Corporation may be changed from
time to time by action of the board of directors of the Corporation (the "Board
of Directors" or the "Board").

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


                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS
                            ------------------------

          SECTION 1.  PLACE AND TIME OF MEETINGS.  An annual meeting of the
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stockholders shall be held each year for the purpose of electing directors and
conducting such other proper business as may come before the meeting.  Unless
otherwise directed by the Board of Directors, annual meetings of stockholders
shall be held at such time and date as the Board of Directors, by resolution,
shall determine and as set forth in the notice of the meeting.  At the annual
meeting stockholders shall elect directors and transact such other business as
properly may be brought before the meeting pursuant to Article II, Section 10
hereof.

          SECTION 2.  SPECIAL MEETINGS.  Special meetings of stockholders may be
          ----------  ----------------                                          
called for any purpose and may be held at such time and place, within or without
the State of Delaware, as shall be stated in a notice of meeting or in a duly
executed waiver of notice thereof.  Such meetings may not be effected in lieu
thereof by written consent unless a majority of the Board approves the use of
such written consent with respect to the matters specified in the notices of
such meetings.  Such meetings may be called at any time by the chairman of the
Board, the president of the Corporation, or the Board pursuant to a resolution
adopted by the affirmative vote of at least two members of the Board then in
office.  The only matters that may
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be considered at any special meeting of the stockholders are the matters
specified in the notice of the meeting.

          SECTION 3.  PLACE OF MEETINGS.  The Board of Directors may designate
          ----------  -----------------                                       
any place, either within or without the State of Delaware, as the place of
meeting for any annual meeting or for any special meeting called by the Board of
Directors.  If no designation is made, or if a special meeting be otherwise
called, the place of meeting shall be the principal executive office of the
Corporation.

          SECTION 4.  NOTICE.  Whenever stockholders are required or permitted
          ----------  ------                                                  
to take action at a meeting, written or printed notice stating the place, date,
time, and, in the case of special meetings, the purpose or purposes, of such
meeting, shall be given to each stockholder not less than ten (10) nor more than
sixty (60) days before the date of the meeting.  All such notices shall be
delivered, either personally or by mail, by or at the direction of the Board of
Directors, the chairman of the Board, the president or the secretary, and if
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail, postage prepaid, addressed to the stockholder at his, her or its
address as the same appears on the records of the Corporation.  Attendance of a
person at a meeting shall constitute a waiver of notice of such meeting, except
when the person attends for the express purpose of objecting at the beginning of
the meeting to the transaction of any business because the meeting is not
lawfully called or convened.

          SECTION 5.  STOCKHOLDERS LIST.  The officer having charge of the stock
          ----------  -----------------                                         
ledger of the Corporation shall make, at least 10 days before every meeting of
the stockholders, a complete list of the stockholders entitled to vote at such
meeting arranged in alphabetical order, 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 10 days
prior to the meeting, either at a place within the city where the meeting is to
be held, which place shall be specified in the notice of the meeting or, if not
so specified, at the place where the meeting is to be held.  The list shall also
be produced and kept at the time and place of the meeting during the whole time
thereof and may be inspected by any stockholder who is present.

          SECTION 6.  QUORUM.  The holders of a majority of the outstanding
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shares of capital stock entitled to vote, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders, except as
otherwise provided by statute or by the certificate of incorporation of the
Corporation, as it may be amended or restated from time to time (the
"Certificate of Incorporation").  If a quorum is not present, the holders of a
majority of the shares present in person or represented by proxy at the meeting,
and entitled to vote at the meeting, may adjourn the meeting to another time
and/or place.  When a specified item of business requires a vote by a class or
series (if the Corporation shall then have outstanding shares of more than one
class or series) voting as a class, the holders of a majority of the shares of
such class or series shall constitute a quorum (as to such class or series) for
the transaction of such item of business.

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          SECTION 7.  ADJOURNED MEETINGS.  When a meeting is adjourned to
          ----------  ------------------                                 
another time and place, notice need not be given of the adjourned meeting if the
time and place thereof are announced at the meeting at which the adjournment is
taken.  At the adjourned meeting, the Corporation may transact any business
which might have been transacted at the original meeting.  If the adjournment is
for more than thirty days, or if after the adjournment a new record date is
fixed for the adjourned meeting, a notice of the adjourned meeting shall be
given to each stockholder of record entitled to vote at the meeting.

          SECTION 8.  VOTE REQUIRED.  When a quorum is present, the affirmative
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vote of the majority of shares present in person or represented by proxy at the
meeting and entitled to vote on the subject matter shall be the act of the
stockholders, unless (i) by express provisions of applicable law or of the
Certificate of Incorporation a different vote is required, in which case such
express provision shall govern and control the decision of such question, or
(ii) the subject matter is the election of directors, in which case Section 2 of
Article III hereof shall govern and control the approval of such subject matter.

          SECTION 9.  PROXIES.  Each stockholder entitled to vote at a meeting
          ----------  -------                                                 
of stockholders may authorize another person or persons to act for him or her by
proxy, but no such proxy shall be voted or acted upon after three (3) years from
its date, unless the proxy provides for a longer period.  A duly executed proxy
shall be irrevocable if it states that it is irrevocable and if, and only as
long as, it is coupled with an interest sufficient in law to support an
irrevocable power.  A proxy may be made irrevocable regardless of whether the
interest with which it is coupled is an interest in the stock itself or an
interest in the Corporation generally.  Any proxy is suspended when the person
executing the proxy is present at a meeting of stockholders and elects to vote,
except that when such proxy is coupled with an interest and the fact of the
interest appears on the face of the proxy, the agent named in the proxy shall
have all voting and other rights referred to in the proxy, notwithstanding the
presence of the person executing the proxy.  At each meeting of the
stockholders, and before any voting commences, all proxies filed at or before
the meeting shall be submitted to and examined by the secretary or a person
designated by the secretary, and no shares may be represented or voted under a
proxy that has been found to be invalid or irregular.

          SECTION 10.  BUSINESS BROUGHT BEFORE A MEETING.  At an annual meeting
          -----------  ---------------------------------                       
of the stockholders, only such business shall be conducted as shall have been
properly brought before the meeting.  To be properly brought before an annual
meeting, business must be (a) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of Directors, (b)
brought before the meeting by or at the direction of the Board of Directors, or
(c) otherwise properly brought before the meeting by a stockholder.  For
business to be properly brought before an annual meeting by a stockholder, the
stockholder must have given timely notice thereof in writing to the secretary of
the Corporation.  To be timely, a stockholder's notice must be delivered to or
mailed and received at the principal executive offices of the Corporation, not
less than sixty (60) days nor more than ninety (90) days prior to the meeting;
provided, however, that, in the event that less than seventy (70) day's notice
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or prior public disclosure of the date of the meeting is given or made to
stockholders, notice by the stockholder to be timely must be so received not
later than the close of business on the tenth day following the date on which
such notice of the date of the annual meeting was mailed or such public

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disclosure was made.  A stockholder's notice to the secretary shall set forth as
to each matter the stockholder proposes to bring before the annual meeting (a) a
brief description of the business desired to be brought before the annual
meeting, (b) the name and address, as they appear on the Corporation's records,
of the stockholder proposing such business, (c) the class and number of shares
of the Corporation which are beneficially owned by the stockholder, and (d) any
material interest of the stockholder in such business.  Notwithstanding anything
in these By-laws to the contrary, no business shall be conducted at an annual
meeting except in accordance with the procedures set forth in this Section 10 of
Article II.  The presiding officer of an annual meeting shall, if the facts
warrant, determine that the business was not properly brought before the meeting
in accordance with the provisions of this Section 10 of Article II and if he
should so determine, he shall so declare at the meeting, and any such business
not properly brought before the meeting shall not be transacted.


                                  ARTICLE III

                                   DIRECTORS
                                   ---------

          SECTION 1.  GENERAL POWERS.  The business and affairs of the
          ----------  --------------                                  
Corporation shall be managed by or under the direction of the Board of
Directors.  In addition to such powers as are herein and in the Certificate of
Incorporation expressly conferred upon it, the Board of Directors shall have and
may exercise all the powers of the Corporation, subject to the provisions of the
Delaware General Corporate Law, the Certificate of Incorporation and these By-
laws.

          SECTION 2.  NUMBER, ELECTION AND TERM OF OFFICE.
          ----------  ---------------------------- ------

          (a) The number of directors which shall constitute the whole Board of
Directors shall be fixed from time to time by resolution adopted by affirmative
vote of a majority of the Board of Directors, except that such number shall not
be less than five (5) nor more than fifteen (15), the exact number to be
determined by resolution adopted by affirmative vote of a majority of the Board.
The Board shall at all times be comprised of at least two (2) Independent
Directors (as defined in the Certificate of Incorporation); provided, however,
                                                            --------  ------- 
that such requirement shall not apply at any time on or prior to October 15,
1996.  The Board may be divided into classes as provided by the Certificate of
Incorporation.

          (b) The directors shall be elected by a plurality of the votes of the
shares present in person or represented by proxy at the meeting and entitled to
vote in the election of directors; provided that, whenever the holders of any
                                   --------                                  
class or series of capital stock of the Corporation are entitled to elect one or
more directors pursuant to the provisions of the Certificate of Incorporation
(including, but not limited to, for purposes of these By-laws, pursuant to any
duly authorized certificate of designation), such directors shall be elected by
a plurality of the votes of such class or series present in person or
represented by proxy at the meeting and entitled to vote in the election of such
directors.  Except as provided in Section 4 of this Article III, the directors
shall be elected in the manner set forth herein at the annual meeting of the
stockholders.

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          SECTION 3.  REMOVAL AND RESIGNATION.  No director may at any time be
          ----------  -----------------------                                 
removed without cause; provided, however, that if the holders of any class or
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series of capital stock are entitled by the provisions of the Certificate of
Incorporation to elect one or more directors, such director or directors so
elected may be removed without cause only by the vote of the holders of a
majority of the outstanding shares of that class or series entitled to vote.
Any director may resign at any time upon written notice to the Corporation.

          SECTION 4.  VACANCIES.  Vacancies and newly created directorships
          ----------  ---------                                            
resulting from any increase in the total number of directors established by the
Board pursuant to Section 2 of this Article III may be filled only by the
affirmative vote of the majority of the total number of directors then in
office, though less than a quorum, or by a sole remaining director.  Any
director elected to fill a vacancy resulting from any increase in the number of
directors shall hold office for a term that shall coincide with the remaining
term of the class of directors to which he is elected.  A director elected to
fill a vacancy not resulting from an increase in the number of directors shall
have the same remaining term as that of his predecessor.  Each director so
chosen shall hold office until a successor is duly elected and qualified or
until his or her earlier death, resignation or removal as herein provided.
Whenever holders of any class or classes of stock or series thereof are entitled
by the provisions of the Certificate of Incorporation to elect one or more
directors, vacancies and newly created directorships of such class or classes or
series may only be filled by the affirmative vote of the majority of the total
number of directors elected by such class or classes or series thereof then in
office, or by a sole remaining director so elected.

          SECTION 5.  NOMINATIONS.
          ----------  ----------- 

          (a) Only persons who are nominated in accordance with the procedures
set forth in these By-laws shall be eligible to serve as directors.  Nominations
of persons for election to the Board of Directors may be made at a meeting of
stockholders (i) by or at the direction of the Board of Directors or (ii) by any
stockholder of the Corporation who was a stockholder of record at the time of
giving of notice provided for in these By-laws, who is entitled to vote for the
election of directors at the meeting and who shall have complied with the notice
procedures set forth below in Section 5(b) of this Article III.

          (b) In order for a stockholder to nominate a person for election to
the Board of Directors at a meeting of stockholders, such stockholder shall have
delivered timely notice of such stockholder's intent to make such nomination in
writing to the secretary of the Corporation.  To be timely, a stockholder's
notice shall be delivered to or mailed and received at the principal executive
offices of the Corporation (x) in the case of an annual meeting, not less than
sixty (60) nor more than ninety (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 changed by more than thirty (30) days from such
anniversary date, notice by the stockholder to be timely must be so received not
later than the close of business on the tenth (10) day following the earlier of
the day on which notice of the date of the meeting was mailed or public
disclosure of the meeting was made, and (y) in the case of a special meeting at
which directors are to be elected, not later than the close of business on the
tenth (10) day following the earlier of the day on which notice of the date of
the meeting was mailed or public disclosure of the

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meeting was made.  Such stockholder's notice shall set forth (i) as to each
person whom the stockholder proposes to nominate for election as a director at
such meeting 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 Securities Exchange
Act of 1934, as amended, and the rules and regulations promulgated thereunder
(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 the
stockholder giving the notice (A) the name and address, as they appear on the
Corporation's records, of such stockholder and (B) the class and number of
shares of the Corporation which are beneficially owned by such stockholder and
also which are owned of record by such stockholder; and (iii) as to the
beneficial owner, if any, on whose behalf the nomination is made, (A) the name
and address of such person and (B) the class and number of shares of the
Corporation which are beneficially owned by such person.  At the request of the
Board of Directors, any person nominated by the Board of Directors for election
as a director shall furnish to the secretary of the Corporation that information
required to be set forth in a stockholder's notice of nomination which pertains
to the nominee.

          (c) No person shall be eligible to serve as a director of the
Corporation unless nominated in accordance with the procedures set forth in this
Section 5 of Article III.  The chairman of the meeting shall, if the facts
warrant, determine that a nomination was not made in accordance with the
procedures prescribed by this Section 5 of Article III, and if he should so
determine, he shall so declare to the meeting and the defective nomination shall
be disregarded.  A stockholder seeking to nominate a person to serve as a
director must also comply with all applicable requirements of the Securities
Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder with respect to the matters set forth in this Section 5 of the
Article III.

          SECTION 6.  ANNUAL MEETINGS.  The annual meeting of the Board of
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Directors shall be held without notice immediately after, and at the same place
as, the annual meeting of stockholders.

          SECTION 7.  OTHER MEETINGS AND NOTICE.  Regular meetings, other than
          ----------  -------------------------                               
the annual meeting, of the Board of Directors may be held without notice at such
time and at such place as shall from time to time be determined by resolution of
the Board.  Special meetings of the Board of Directors may be called by the
chairman of the Board or, upon the written request of at least a majority of the
directors then in office, by the secretary of the Corporation on at least 24
hours notice to each director, either personally, by telephone, by mail, or by
telecopy.

          SECTION 8.  CHAIRMAN OF THE BOARD, QUORUM, REQUIRED VOTE AND
          ----------  ------------------------------------------------
ADJOURNMENT.  The Board of Directors shall elect, by the affirmative vote of the
-----------                                                                     
majority of the total number of directors then in office, a chairman of the
Board, who shall preside at all meetings of the stockholders and Board of
Directors at which he or she is present.  If the chairman of the Board is not
present at a meeting of the stockholders or the Board of Directors, the
president (if the president is a director and is not also the chairman of the
Board) shall preside at such meeting, and, if the president is not present at
such meeting, a majority of the directors present at such meeting shall elect
one of their members to so preside.  A majority of the total number of directors
then in office shall constitute a quorum for the transaction of

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business.  Unless a different vote is required by express provision of
applicable law, the Certificate of Incorporation or these By-laws, 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.  If a quorum shall not be present at any
meeting of the Board of Directors, the directors present thereat may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.

          SECTION 9.  COMMITTEES.  The Board of Directors may, by resolution
          ----------  ----------                                            
passed by a majority of the total number of directors then in office, designate
one or more committees, each committee to consist of one or more of the
directors of the Corporation, which to the extent provided in such resolution or
these By-laws shall have, and may exercise, the powers of the Board of Directors
in the management and affairs of the Corporation, except as otherwise limited by
applicable law.  The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee.  Such committee or committees shall have
such name or names as may be determined from time to time by resolution adopted
by the Board of Directors.  Each committee shall keep regular minutes of its
meetings and report the same to the Board of Directors when required.

          SECTION 10.  COMMITTEE RULES.  Each committee of the Board of
          -----------  ---------------                                 
Directors may fix its own rules of procedure and shall hold its meetings as
provided by such rules, except as may otherwise be provided by a resolution of
the Board of Directors designating such committee.  Unless otherwise provided in
such a resolution, the presence of at least a majority of the members of the
committee shall be necessary to constitute a quorum.  Unless otherwise provided
in such a resolution, in the event that a member and that member's alternates,
if alternates are designated by the Board of Directors as provided in Section 9
of this Article III, of such committee is or are absent or disqualified, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not such member or members constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in place of any such absent or disqualified member.

          SECTION 11.  COMMUNICATIONS EQUIPMENT.  Members of the Board of
          -----------  ------------------------                          
Directors or any committee thereof may participate in and act at any meeting of
such Board or committee through the use of a conference telephone or other
communications equipment by means of which all persons participating in the
meeting can hear and speak with each other, and participation in the meeting
pursuant to this Section 11 shall constitute presence in person at the meeting.

          SECTION 12.  WAIVER OF NOTICE AND PRESUMPTION OF ASSENT.  Any member
          -----------  ------------------------------------------             
of the Board of Directors or any committee thereof who is present at a meeting
shall be conclusively presumed to have waived notice of such meeting except when
such member attends 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.  Such member shall be conclusively presumed to have assented
to any action taken unless his or her dissent shall be entered in the minutes of
the meeting or unless his or her written dissent to such action shall be filed
with the person acting as the secretary of the meeting before the adjournment
thereof or shall be

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forwarded by registered mail to the secretary of the Corporation immediately
after the adjournment of the meeting.  Such right to dissent shall not apply to
any member who voted in favor of such action.

          SECTION 13.  ACTION BY WRITTEN CONSENT.  Unless otherwise restricted
          -----------  -------------------------                              
by the Certificate of Incorporation, any action required or permitted to be
taken at any meeting of the Board of Directors, or of any committee thereof, may
be taken without a meeting if all members of the Board or committee, as the case
may be, consent thereto in writing, and the writing or writings are filed with
the minutes of proceedings of the Board or committee, as applicable.


                                   ARTICLE IV

                                    OFFICERS
                                    --------

          SECTION 1.  NUMBER.  The officers of the Corporation shall be elected
          ----------  ------                                                   
by the Board of Directors and shall consist of a chairman of the Board, chief
executive officer, president, one or more vice-presidents, a chief operating
officer, a chief financial officer, a senior vice president, a secretary, a
treasurer and such other officers and assistant officers as may be deemed
necessary or desirable by the Board of Directors.  Any number of offices may be
held by the same person.  In its discretion, the Board of Directors may choose
not to fill any office for any period as it may deem advisable, except that the
offices of president and secretary shall be filled as expeditiously as possible.

          SECTION 2.  ELECTION AND TERM OF OFFICE.  The officers of the
          ----------  ---------------------------                      
Corporation shall be elected annually by the Board of Directors at its first
meeting held after each annual meeting of stockholders or as soon thereafter as
convenient.  Vacancies may be filled or new offices created and filled at any
meeting of the Board of Directors.  Each officer shall hold office until a
successor is duly elected and qualified or until his or her earlier death,
resignation or removal as hereinafter provided.

          SECTION 3.  REMOVAL.  Any officer or agent elected by the Board of
          ----------  -------                                               
Directors may be removed by the Board of Directors at its discretion, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed.

          SECTION 4.  VACANCIES.  Any vacancy occurring in any office because of
          ----------  ---------                                                 
death, resignation, removal, disqualification or otherwise, may be filled by the
Board of Directors.

          SECTION 5.  COMPENSATION.  Compensation of all officers shall be fixed
          ----------  ------------                                              
by the Board of Directors or any committee thereof established for such purpose,
and no officer shall be prevented from receiving such compensation by virtue of
his or her also being a director of the Corporation.

          SECTION 6.  CHAIRMAN OF THE BOARD.  The chairman of the Board shall be
          ----------  ---------------------                                     
the chief executive officer of the Corporation, and shall have the powers and
perform the duties incident to that position.  Subject to the powers of the
Board of Directors, he or she shall be in

                                      -8-
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the general and active charge of the entire business and affairs of the
Corporation, and shall be its chief policy-making officer.  He or she shall
preside at all meetings of the Board of Directors and stockholders and shall
have such other powers and perform such other duties as may be prescribed by the
Board of Directors or provided in these By-laws.  The chairman of the Board is
authorized to execute bonds, mortgages and other contracts requiring a seal,
under the seal of the Corporation, except where required or permitted by
applicable law to be otherwise signed and executed and except where the signing
and execution thereof shall be expressly delegated by the Board of Directors to
some other officer or agent of the Corporation.  Whenever the president is
unable to serve, by reason of sickness, absence or otherwise, the chairman of
the Board shall perform all the duties and responsibilities and exercise all the
powers of the president.

          SECTION 7.  THE PRESIDENT.  The president of the Corporation, subject
          ----------  -------------                                            
to the powers of the Board of Directors and the chairman of the Board, shall
have the general charge of the business, affairs and property of the
Corporation, and control over its officers, agents and employees; and shall see
that all orders and resolutions of the Board of Directors and the chief
executive officer are carried into effect.   The president shall, in the absence
or disability of the chairman of the Board and chief executive officer, act with
all of the powers and be subject to all the restrictions of the chairman of the
Board and chief executive officer.  The president is authorized to execute
bonds, mortgages and other contracts requiring a seal, under the seal of the
Corporation, except where required or permitted by applicable law to be
otherwise signed and executed and except where the signing and execution thereof
shall be expressly delegated by the Board of Directors to some other officer or
agent of the Corporation.  The president shall have such other powers and
perform such other duties as may be prescribed by the chairman of the Board or
the Board of Directors or as may be provided in these By-laws.

          SECTION 8.  CHIEF OPERATING OFFICER.  The chief operating officer of
          ----------  -----------------------                                 
the Corporation, subject to the powers of the Board of Directors, shall have the
general and active charge of the management of the business of the Corporation;
and shall see that all orders and resolutions of the Board of Directors are
carried into effect.  The chief operating officer is authorized to execute
bonds, mortgages and other contracts requiring a seal, under the seal of the
Corporation, except where required or permitted by applicable law to be
otherwise signed and executed and except where the signing and execution thereof
shall be expressly delegated by the Board of Directors to some other officer or
agent of the Corporation.  The chief operating officer shall have such other
powers and perform such other duties as may be prescribed by the chairman of the
Board and chief executive officer or the Board of Directors or as may be
provided in these By-laws.

          SECTION 9.  CHIEF FINANCIAL OFFICER.  The chief financial officer of
          ----------  -----------------------                                 
the Corporation shall, under the direction of the chairman of the Board and
chief executive officer, be responsible for all financial and accounting matters
and for the direction of the offices of treasurer and controller.  The chief
financial officer is authorized to execute bonds, mortgages and other contracts
requiring a seal, under the seal of the Corporation, except where required or
permitted by applicable law to be otherwise signed and executed and except where
the signing and execution thereof shall be expressly delegated by the Board of
Directors to some other officer or agent of the Corporation.  The chief
financial officer shall have such other powers and

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perform such other duties as may be prescribed by the chairman of the Board and
chief executive officer or the Board of Directors or as may be provided in these
By-laws.

          SECTION 10.  VICE-PRESIDENTS.  The vice-president, or if there shall
          -----------  ---------------                                        
be more than one, the vice-presidents in the order determined by the Board of
Directors or the chairman of the Board, shall, in the absence or disability of
the president, act with all of the powers and be subject to all the restrictions
of the president.  The vice-presidents shall also perform such other duties and
have such other powers as the Board of Directors, the chairman of the Board, the
president or these By-laws may, from time to time, prescribe.  The vice-
presidents may also be designated as executive vice-presidents or senior vice-
presidents, as the Board of Directors may from time to time prescribe.

          SECTION 11.  THE SECRETARY AND ASSISTANT SECRETARIES.  The secretary
          -----------  ---------------------------------------                
shall attend all meetings of the Board of Directors, all meetings of the
committees thereof and all meetings of the stockholders and record all the
proceedings of the meetings in a book or books to be kept for that purpose or
shall ensure that his or her designee attends each such meeting to act in such
capacity.  Under the chairman of the Board's supervision, the secretary shall
give, or cause to be given, all notices required to be given by these By-laws or
by applicable law; shall have such powers and perform such duties as the Board
of Directors, the chairman of the Board, the president or these By-laws may,
from time to time, prescribe; and shall have custody of the corporate seal of
the Corporation.  The secretary, or an assistant secretary, shall have authority
to affix the corporate seal to any instrument requiring it and when so affixed,
it may be attested by his or her signature or by the signature of such assistant
secretary.  The Board of Directors may give general authority to any other
officer to affix the seal of the Corporation and to attest the affixing by his
or her signature.  The assistant secretary, or if there be more than one, any of
the assistant secretaries in the order determined by the Board of Directors,
shall, in the absence or disability of the secretary, perform the duties and
exercise the powers of the secretary and shall perform such other duties and
have such other powers as the Board of Directors, the chairman of the Board, the
president, or secretary may, from time to time, prescribe.

          SECTION 12.  THE TREASURER AND ASSISTANT TREASURER.  The treasurer
          -----------  -------------------------------------                
shall have the custody of the corporate funds and securities; shall keep full
and accurate accounts of receipts and disbursements in books belonging to the
Corporation; shall deposit all monies and other valuable effects in the name and
to the credit of the Corporation as may be ordered by the chairman of the Board,
the chief financial officer or the Board of Directors; shall cause the funds of
the Corporation to be disbursed when such disbursements have been duly
authorized, taking proper vouchers for such disbursements; and shall render to
the chairman of the Board, the chief financial officer and the Board of
Directors, at its regular meeting or when the Board of Directors so requires, an
account of the Corporation; shall have such powers and perform such duties as
the Board of Directors, the chairman of the Board, the chief financial officer
or these By-laws may, from time to time, prescribe.  If required by the Board of
Directors, the treasurer shall give the Corporation a bond (which shall be
rendered every six years) in such sums and with such surety or sureties as shall
be satisfactory to the Board of Directors for the faithful performance of the
duties of the office of treasurer and for the restoration to the Corporation, in
case of death, resignation, retirement, or removal from office, of all books,
papers, vouchers, money, and other property of whatever kind in the possession
or under the control of the

                                      -10-
<PAGE>
 
treasurer belonging to the Corporation.  The assistant treasurer, or if there
are more than one, the assistant treasurers in the order determined by the Board
of Directors shall, in the absence or disability of the treasurer, perform the
duties and exercise the powers of the treasurer.  The assistant treasurers shall
perform such other duties and have such other powers as the Board of Directors,
the chairman of the Board, the chief financial officer, treasurer or these By-
laws may, from time to time, prescribe.

          SECTION 13.  OTHER OFFICERS, ASSISTANT OFFICERS AND AGENTS.  Officers,
          -----------  ---------------------------------------------            
assistant officers and agents, if any, other than those whose duties are
provided for in these By-laws, shall have such authority and perform such duties
as may from time to time be prescribed by resolution of the Board of Directors.

          SECTION 14.  ABSENCE OR DISABILITY OF OFFICERS.  In the case of the
          -----------  ---------------------------------                     
absence or disability of any officer of the Corporation and of any person hereby
authorized to act in such officer's place during such officer's absence or
disability, the Board of Directors may by resolution delegate the powers and
duties of such officer to any other officer or to any director, or to any other
person selected by it.



                                   ARTICLE V

               INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS
               -------------------------------------------------

          SECTION 1.  RIGHT TO INDEMNIFICATION.  Each person who was or is made
          ----------  ------------------------                                 
a party or is threatened to be made a party to or is otherwise involved
(including involvement as a witness) in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (hereinafter, a "proceeding"),
by reason of the fact that he or she is or was a director or officer of the
Corporation or, while a director or officer of the Corporation, is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to an employee benefit plan
(hereinafter, an "indemnitee"), whether the basis of such proceeding is alleged
action in an official capacity as a director or officer or in any other capacity
while serving as a director or officer, shall be indemnified and held harmless
by the Corporation to the fullest extent authorized by the Delaware General
Corporation Law, as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than permitted prior
thereto), against all expenses, liabilities, damages, actions, costs of
attachment or similar bonds, claims and losses (including without limitation,
costs of investigating, preparing or defending any such claim or action and
attorneys' fees and disbursements, judgments, fines, or penalties and amounts
paid in settlement) and any expenses of establishing a right to indemnification
under this Section 1 of ARTICLE V, reasonably incurred or suffered by such
indemnitee in connection therewith and such indemnification shall continue as to
an indemnitee who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of the indemnitee's heirs, executors and
administrators; provided, however, that, except as provided in Section 2 of
                --------  -------                                          
ARTICLE V with respect to proceedings to enforce rights to indemnification,

                                      -11-
<PAGE>
 
the Corporation shall indemnify any such indemnitee in connection with a
proceeding (or part thereof) initiated by such indemnitee only if such
proceeding (or part thereof) was authorized by the Board of Directors of the
Corporation.  The right to indemnification conferred in this Section 1 of
ARTICLE V shall be a contract right and shall include the right to be paid by
the Corporation the expenses incurred in defending any such proceeding in
advance of its final disposition (hereinafter an "advance of expenses");
provided, however, that, if and to the extent that the Delaware General
--------  -------                                                      
Corporation Law requires, an advance of expenses incurred by an indemnitee in
his or her capacity as a director or officer (and not in any other capacity in
which service was or is rendered by such indemnitee, including, without
limitation, service to an employee benefit plan) shall be made only upon
delivery to the Corporation of an undertaking (hereinafter an "undertaking"), by
or on behalf of such indemnitee, to repay all amounts so advanced if it shall
ultimately be determined by judicial decision (hereinafter a "final
adjudication") that such indemnitee is not entitled to be indemnified for such
expenses under this Section 1 of ARTICLE V or otherwise.  The Corporation may,
by action of its Board of Directors, provide indemnification to employees and
agents of the Corporation with the same scope and effect as the foregoing
indemnification of directors and officers.

          SECTION 2.  PROCEDURE FOR INDEMNIFICATION.  Any indemnification of a
          ----------  -----------------------------                           
director or officer of the Corporation or advance of expenses under Section 1 of
this ARTICLE V shall be made promptly, and in any event within forty-five (45)
days (or, in the case of an advance of expenses, twenty (20) days), upon the
written request of the director or officer.  If a determination by the
Corporation that the director or officer is entitled to indemnification pursuant
to this ARTICLE V is required, and the Corporation fails to respond within sixty
(60) days to a written request for indemnity, the Corporation shall be deemed to
have approved the request.  If the Corporation denies a written request for
indemnification or advance of expenses, in whole or in part, or if payment in
full pursuant to such request is not made within forty-five (45) days (or, in
the case of an advance of expenses, twenty (20) days), the right to
indemnification or advances as granted by this ARTICLE V shall be enforceable by
the director or officer in any court of competent jurisdiction.  Such person's
costs and expenses incurred in connection with successfully establishing his or
her right to indemnification, in whole or in part, in any such action shall also
be indemnified by the Corporation.  It shall be a defense to any such action
(other than an action brought to enforce a claim for the advance of expenses
where the undertaking required pursuant to Section 1 of this ARTICLE V, if any,
has been tendered to the Corporation) that the claimant has not met the
standards of conduct which make it permissible under the Delaware General
Corporation Law for the Corporation to indemnify the claimant for the amount
claimed, but the burden of such defense shall be on the Corporation.  Neither
the failure of the Corporation (including its Board of Directors, independent
legal counsel, or its stockholders) to have made a determination prior to the
commencement of such action that indemnification of the claimant is proper in
the circumstances because he or she has met the applicable standard of conduct
set forth in the Delaware General Corporation Law, nor an actual determination
by the Corporation (including its Board of Directors, independent legal counsel,
or its stockholders) that the claimant has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that the
claimant has not met the applicable standard of conduct.  The procedure for
indemnification of other employees and agents for whom indemnification is
provided pursuant to Section 1 of this ARTICLE V shall be

                                      -12-
<PAGE>
 
the same procedure set forth in this Section 2 for directors or officers, unless
otherwise set forth in the action of the Board of Directors providing
indemnification for such employee or agent.

          SECTION 3.  SERVICE FOR SUBSIDIARIES.  Any person serving as a
          ----------  ------------------------                          
director, officer, employee or agent of a wholly-owned subsidiary of the
Corporation ("Subsidiary") shall be conclusively presumed to be serving in such
capacity at the request of the Corporation.

          SECTION 4.  RELIANCE.  Persons who after the date of the adoption of
          ----------  --------                                                
this provision become or remain directors or officers of the Corporation or who,
while a director or officer of the Corporation, become or remain a director,
officer, employee or agent of a Subsidiary, shall be conclusively presumed to
have relied on the rights to indemnity, advance of expenses and other rights
contained in this ARTICLE V in entering into or continuing such service.  The
rights to indemnification and to the advance of expenses conferred in this
ARTICLE V shall apply to claims made against an indemnitee arising out of acts
or omissions which occurred or occur both prior and subsequent to the adoption
hereof.

          SECTION 5.  NON-EXCLUSIVITY OF RIGHTS.  The rights to indemnification
          ----------  -------------------------                                
and to the advance of expenses conferred in this ARTICLE V shall not be
exclusive of any other right which any person may have or hereafter acquire
under the Certificate of Incorporation or under any statute, by-law, agreement,
vote of stockholders or disinterested directors or otherwise.

          SECTION 6.  INSURANCE.  The Corporation may purchase and maintain
          ----------  ---------                                            
insurance on its own behalf and on behalf of any person who is or was a
director, officer, employee or agent of the Corporation 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
expense, liability or loss asserted against him or her and incurred by him or
her in any such capacity, whether or not the Corporation would have the power to
indemnify such person against such expenses, liability or loss under the
Delaware General Corporation Law.


                                   ARTICLE VI

                             CERTIFICATES OF STOCK
                             ---------------------

          SECTION 1.  FORM.  Every holder of stock in the Corporation shall be
          ----------  ----                                                    
entitled to have a stock certificate, signed by, or in the name of the
Corporation by the chairman of the Board, the president or a vice-president and
the chief financial officer, treasurer, secretary or an assistant secretary of
the Corporation, certifying the number of shares owned by such holder in the
Corporation.  If such a certificate is countersigned (1) by a transfer agent or
an assistant transfer agent other than the Corporation or its employee or (2) by
a registrar, other than the Corporation or its employee, the signature of any
such chairman of the Board, president, vice-president, chief financial officer,
treasurer, secretary, or assistant secretary may be facsimiles.  In case any
officer or officers who have signed, or whose facsimile signature or signatures
have been used on, any such certificate or certificates shall cease to be such
officer or officers of the Corporation whether because of death, resignation or
otherwise before such certificate or certificates have been delivered by the
Corporation, such certificate or certificates may

                                      -13-
<PAGE>
 
nevertheless be issued and delivered as though the person or persons who signed
such certificate or certificates or whose facsimile signature or signatures have
been used thereon had not ceased to be such officer or officers of the
Corporation.  All certificates for shares shall be consecutively numbered or
otherwise identified.  The name of the person to whom the shares represented
thereby are issued, with the number of shares and date of issue, shall be
entered on the books of the Corporation.  Shares of stock of the Corporation
shall only be transferred on the books of the Corporation by the holder of
record thereof or by such holder's attorney duly authorized in writing, upon
surrender to the Corporation of the certificate or certificates for such shares
endorsed by the appropriate person or persons, with such evidence of the
authenticity of such endorsement, transfer, authorization, and other matters as
the Corporation or its transfer agent may reasonably require, and accompanied by
all necessary stock transfer stamps.  In that event, it shall be the duty of the
Corporation to issue a new certificate to the person entitled thereto, cancel
the old certificate or certificates, and record the transaction on its books.
The Board of Directors may appoint a bank or trust company organized under the
laws of the United States or any state thereof to act as its transfer agent or
registrar, or both in connection with the transfer of any class or series of
securities of the Corporation.

          SECTION 2.  LOST CERTIFICATES.  The Board of Directors may direct a
          ----------  -----------------                                      
new certificate or certificates to be issued in place of any certificate or
certificates 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 of stock to be lost, stolen, or destroyed.  When
authorizing such issue of a new certificate or certificates, the Corporation
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 or her legal representative, to give the Corporation a bond
sufficient to indemnify the Corporation against any claim that may be made
against the Corporation on account of the loss, theft or destruction of any such
certificate or the issuance of such new certificate.

          SECTION 3.  FIXING A RECORD DATE FOR STOCKHOLDER MEETINGS.  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 (60) nor less than
ten (10) 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 the close of business
on the next day preceding the day on which notice is first given.  A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
                                                                       -------- 
however, that the Board of Directors may fix a new record date for the adjourned
-------                                                                         
meeting.

          SECTION 4.  FIXING A RECORD DATE FOR OTHER PURPOSES.  In order that
          ----------  ---------------------------------------                
the Corporation may determine the stockholders entitled to receive payment of
any dividend or other distribution or allotment or any rights or the
stockholders entitled to exercise any rights in respect of any change,
conversion or exchange of stock, or for the purposes 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

                                      -14-
<PAGE>
 
not more than sixty (60) days prior to such action.  If no record date is fixed,
the record date for determining stockholders for any such purpose shall be at
the close of business on the day on which the Board of Directors adopts the
resolution relating thereto.

          SECTION 5.  REGISTERED STOCKHOLDERS.  Prior to the surrender to the
          ----------  -----------------------                                
Corporation of the certificate or certificates for a share or shares of stock
with a request to record the transfer of such share or shares, the Corporation
may treat the registered owner as the person entitled to receive dividends, to
vote, to receive notifications, and otherwise to exercise all the rights and
powers of an owner.  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.

          SECTION 6.  SUBSCRIPTIONS FOR STOCK.  Unless otherwise provided for in
          ----------  -----------------------                                   
the subscription agreement, subscriptions for shares shall be paid in full at
such time, or in such installments and at such times, as shall be determined by
the Board of Directors.  Any call made by the Board of Directors for payment on
subscriptions shall be uniform as to all shares of the same class or as to all
shares of the same series.  In case of default in the payment of any installment
or call when such payment is due, the Corporation may proceed to collect the
amount due in the same manner as any debt due the Corporation.


                                  ARTICLE VII

                               GENERAL PROVISIONS
                               ------------------

          SECTION 1.  DIVIDENDS.  Dividends upon the capital stock of the
          ----------  ---------                                          
Corporation, subject to the provisions of the Certificate of Incorporation, if
any, may be declared by the Board of Directors at any regular or special
meeting, in accordance with applicable law.  Dividends may be paid in cash, in
property, or in shares of the capital stock, subject to the provisions of the
Certificate of Incorporation.  Before payment of any dividend, there may be set
aside out of any funds of the Corporation available for dividends such sum or
sums as the directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
any other purpose and the directors may modify or abolish any such reserve in
the manner in which it was created.

          SECTION 2.  CHECKS, DRAFTS OR ORDERS.  All checks, drafts or other
          ----------  ------------------------                              
orders for the payment of money by or to the Corporation and all notes and other
evidences of indebtedness issued in the name of the Corporation shall be signed
by such officer or officers, agent or agents of the Corporation, and in such
manner, as shall be determined by resolution of the Board of Directors or a duly
authorized committee thereof.

          SECTION 3.  CONTRACTS.  In addition to the powers otherwise granted to
          ----------  ---------                                                 
officers pursuant to ARTICLE IV hereof, the Board of Directors may authorize any
officer or officers, or any agent or agents, of the Corporation to enter into
any contract or to execute and deliver any

                                      -15-
<PAGE>
 
instrument in the name of and on behalf of the Corporation, and such authority
may be general or confined to specific instances.

          SECTION 4.  LOANS.  The Corporation may lend money to, or guarantee
          ----------  -----                                                  
any obligation of, or otherwise assist any officer or other employee of the
Corporation or of its subsidiaries, including any officer or employee who is a
director of the Corporation or its subsidiaries, whenever, in the judgment of
the directors, such loan, guaranty or assistance may reasonably be expected to
benefit the Corporation.  The loan, guaranty or other assistance may be with or
without interest, and may be unsecured, or secured in such manner as the Board
of Directors shall approve, including, without limitation, a pledge of shares of
stock of the Corporation.  Nothing contained in this section shall be deemed to
deny, limit or restrict the powers of guaranty or warranty of the Corporation at
common law or under any statute.

          SECTION 5.  FISCAL YEAR.  The fiscal year of the Corporation shall be
          ----------  -----------                     
fixed by resolution of the Board of Directors.

          SECTION 6.  CORPORATE SEAL.  The Board of Directors shall provide a
          ----------  --------------                                         
corporate seal which shall be in the form of a circle and shall have inscribed
thereon the name of the Corporation and the words "Corporate Seal, Delaware".
The seal may be used by causing it or a facsimile thereof to be impressed or
affixed or reproduced or otherwise.

          SECTION 7.  VOTING SECURITIES OWNED BY CORPORATION.  Voting securities
          ----------  --------------------------------------                    
in any other corporation held by the Corporation shall be voted by the chairman
of the Board, the chief executive officer, the president or a vice-president,
unless the Board of Directors specifically confers authority to vote with
respect thereto, which authority may be general or confined to specific
instances, upon some other person or officer.  Any person authorized to vote
securities shall have the power to appoint proxies, with general power of
substitution.

          SECTION 8.  INSPECTION OF BOOKS AND RECORDS.  Any stockholder of
          ----------  -------------------------------                     
record, in person or by attorney or other agent, shall, upon written demand
under oath stating the purpose thereof, have the right during the usual hours
for business to inspect for any proper purpose the Corporation's stock ledger, a
list of its stockholders, and its other books and records, and to make copies or
extracts therefrom.  A proper purpose shall mean any purpose reasonably related
to such person's interest as a stockholder.  In every instance where an attorney
or other agent shall be the person who seeks the right to inspection, the demand
under oath shall be accompanied by a power of attorney or such other writing
which authorizes the attorney or other agent to so act on behalf of the
stockholder.  The demand under oath shall be directed to the Corporation at its
registered office in the State of Delaware or at its principal place of
business.  The Corporation shall have a reasonable amount of time to respond to
any such request.

          SECTION 9.  SECTION HEADINGS.  Section headings in these By-laws are
          ----------  ----------------                                        
for convenience of reference only and shall not be given any substantive effect
in limiting or otherwise construing any provision herein.

          SECTION 10.  INCONSISTENT PROVISIONS.  In the event that any provision
          -----------  -----------------------                                  
of these By-laws is or becomes inconsistent with any provision of the
Certificate of Incorporation, Delaware

                                      -16-
<PAGE>
 
General Corporation Law or any other applicable law, the provision of these By-
laws shall not be given any effect to the extent of such inconsistency but shall
otherwise be given full force and effect.


                                  ARTICLE VIII

                                   AMENDMENTS
                                   ----------

          These By-laws may be amended, altered, or repealed and new By-laws
adopted at any meeting of the Board of Directors by the affirmative vote of a
majority of the total number of directors then in office.  The stockholders of
the Corporation may only amend, alter or repeal these By-laws by a vote of not
less than two-thirds of the outstanding shares of voting common stock of the
Corporation, voting together as a single class; provided, however, that Sections
                                                --------  -------               
2 and 10 of ARTICLE II, Sections 2, 3, 4 and 5 of ARTICLE III and ARTICLE V of
these By-laws shall not be altered, amended or repealed by, and no provision
inconsistent therewith shall be adopted by, the stockholders of the Corporation
without the affirmative vote of the holders of at least 75% of the outstanding
shares of the voting common stock, voting together as a single class.

                                      -17-