AMENDED AND RESTATED BYLAWS

                                       OF

                              SPECTRIAN CORPORATION

                            (a Delaware corporation)






(Amended and Restated as of June 9, 2000)


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                                           TABLE OF CONTENTS

                                                                                             Page


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ARTICLE I - CORPORATE OFFICES...................................................................1

         1.1      REGISTERED OFFICE.............................................................1
         1.2      OTHER OFFICES.................................................................1

ARTICLE II - MEETINGS OF STOCKHOLDERS...........................................................1

         2.1      PLACE OF MEETINGS.............................................................1
         2.2      ANNUAL MEETING................................................................1
S         2.3      SPECIAL MEETING...............................................................3
         2.4      NOTICE OF STOCKHOLDERS' MEETINGS..............................................3
         2.5      ADVANCE NOTICE OF STOCKHOLDER NOMINEES AND STOCKHOLDER BUSINESS...............3
         2.6      MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE..................................3
         2.7      QUORUM........................................................................4
         2.8      ADJOURNED MEETING; NOTICE.....................................................4
         2.9      VOTING........................................................................4
         2.10     STOCKHOLDER ACTION BY WRITTEN CONSENT.........................................5
         2.11     RECORD DATE FOR STOCKHOLDER NOTICE; VOTING....................................5
         2.12     PROXIES.......................................................................5
         2.13     ORGANIZATION..................................................................6
         2.14     LIST OF STOCKHOLDERS ENTITLED TO VOTE.........................................6


ARTICLE III - DIRECTORS.........................................................................7

         3.1      POWERS........................................................................6
         3.2      NUMBER OF DIRECTORS...........................................................6
         3.3      ELECTION AND TERM OF OFFICE OF DIRECTORS......................................7
         3.4      RESIGNATION AND VACANCIES.....................................................7
         3.5      REMOVAL OF DIRECTORS..........................................................8
         3.6      PLACE OF MEETINGS; MEETINGS BY TELEPHONE......................................8
         3.7      FIRST MEETINGS................................................................9
         3.8      REGULAR MEETINGS..............................................................9
         3.9      SPECIAL MEETINGS; NOTICE......................................................9
         3.10     QUORUM........................................................................9
         3.11     WAIVER OF NOTICE.............................................................10
         3.12     ADJOURNMENT..................................................................10
         3.13     NOTICE OF ADJOURNMENT........................................................10
         3.14     BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING............................10
         3.15     FEES AND COMPENSATION OF DIRECTORS...........................................10
         3.16     APPROVAL OF LOANS TO OFFICERS................................................10
         3.17     SOLE DIRECTOR PROVIDED BY CERTIFICATE OF INCORPORATION.......................11


                                                    -i-

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                                           TABLE OF CONTENTS
                                             (continued)
                                                                                             Page

  ARTICLE IV - COMMITTEES......................................................................11

         4.1      COMMITTEES OF DIRECTORS......................................................11
         4.2      MEETINGS AND ACTION OF COMMITTEES............................................12
         4.3      COMMITTEE MINUTES............................................................12

ARTICLE V - OFFICERS...........................................................................12

         5.1      OFFICERS.....................................................................12
         5.2      ELECTION OF OFFICERS.........................................................12
         5.3      SUBORDINATE OFFICERS.........................................................13
         5.4      REMOVAL AND RESIGNATION OF OFFICERS..........................................13
         5.5      VACANCIES IN OFFICES.........................................................13
         5.6      CHAIRMAN OF THE BOARD........................................................13
         5.7      CHIEF EXECUTIVE OFFICER AND PRESIDENT........................................14
         5.8      VICE PRESIDENTS..............................................................14
         5.9      SECRETARY....................................................................14
         5.10     CHIEF FINANCIAL OFFICER......................................................15
         5.11     ASSISTANT SECRETARY..........................................................15
         5.12     ADMINISTRATIVE OFFICERS......................................................15
         5.13     AUTHORITY AND DUTIES OF OFFICERS.............................................15


ARTICLE VI - INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND HER AGENTS

         6.1      INDEMNIFICATION OF DIRECTORS AND OFFICERS....................................16
         6.2      INDEMNIFICATION OF OTHERS....................................................17
         6.3      INSURANCE....................................................................17


ARTICLE VII - RECORDS AND REPORTS..............................................................17

         7.1      MAINTENANCE AND INSPECTION OF RECORDS........................................17
         7.2      INSPECTION BY DIRECTORS......................................................18
         7.3      ANNUAL STATEMENT TO STOCKHOLDERS.............................................18
         7.4      REPRESENTATION OF SHARES OF OTHER CORPORATIONS...............................18
         7.5      CERTIFICATION AND INSPECTION OF BYLAWS.......................................18


ARTICLE VIII - GENERAL MATTERS.................................................................18

         8.1      RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING........................18
         8.2      CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS....................................19


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                                           TABLE OF CONTENTS
                                             (continued)


         8.3      CORPORATE CONTRACTS AND INSTRUMENTS:  HOW EXECUTED...........................19
         8.4      STOCK CERTIFICATES; TRANSFER; PARTLY PAID SHARES.............................19
         8.5      SPECIAL DESIGNATION ON CERTIFICATES..........................................20
         8.6      LOST CERTIFICATES............................................................20
         8.7      TRANSFER AGENTS AND REGISTRARS...............................................21
         8.8      CONSTRUCTION; DEFINITIONS....................................................21

ARTICLE IX - AMENDMENTS........................................................................20
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                                                    -iii-


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                           AMENDED AND RESTATED BYLAWS

                                       OF

                              SPECTRIAN CORPORATION
                             (a Delaware corporation)

                                    ARTICLE I

                                CORPORATE OFFICES

         1.1 REGISTERED OFFICE

         The  registered  office  of  the  corporation  shall  be  fixed  in the
certificate of incorporation of the corporation.

         1.2 OTHER OFFICES

         The board of directors may at any time establish  branch or subordinate
offices  at any  place or  places  where  the  corporation  is  qualified  to do
business.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

         2.1 PLACE OF MEETINGS

         Meetings of  stockholders  shall be held at any place within or outside
the State of Delaware  designated by the board of  directors.  In the absence of
any such  designation,  stockholders'  meetings  shall be held at the  principal
executive office of the corporation.

         2.2 ANNUAL MEETING

                  (a) The annual meeting of stockholders shall be held each year
on a date and at a time  designated by the board of  directors.  At the meeting,
directors shall be elected, and any other proper business may be transacted.

                  (b) 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) otherwise  properly brought before
the meeting by or at the direction of the board of  directors,  or (C) otherwise
properly brought before the meeting by a


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stockholder.  For nominations or other business to be properly  brought before a
stockholders  meeting by a  stockholder  pursuant to clause (C) of the preceding
sentence,  the  stockholder  must have given timely notice thereof in writing to
the Secretary of the  corporation  and such other  business must  otherwise be a
proper matter for stockholder action. To be timely, a stockholder's notice shall
be  delivered  to  the  Secretary  at the  principal  executive  offices  of the
corporation  not less than one hundred  twenty (120) calendar days in advance of
the first anniversary of the preceding year's annual meeting; provided, however,
that in the event that (i) no annual  meeting was held in the  previous  year or
(ii) the date of the annual  meeting  has been  changed by more than thirty (30)
days from the date of the previous year's meeting,  notice by the stockholder to
be timely must be so  delivered  not  earlier  than the close of business on the
later of: (i) the day one hundred  twenty (120) calendar days in advance of such
meeting or (ii) the day ten (10) calendar days following the day on which public
announcement  of the date of the  meeting is first  made.  In no event shall the
public  announcement of an adjournment of a stockholders  meeting commence a new
time  period for the giving of a  stockholder's  notice as  described  above.  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  meeting,  (b) the name and
address, as they appear on the corporation's books, of the stockholder proposing
such business, (c) the class number of shares of the corporation which are owned
beneficially by such  stockholder,  (d) any material interest of the stockholder
in such business,  and (e) any other information that is required to be provided
by the stockholder  pursuant to Regulation 14A under the Securities Exchange Act
of 1934,  as  amended  (the  "1934  Act")  (or any  successor  thereto)  in such
stockholder's capacity as a proponent of a stockholder proposal. Notwithstanding
anything in these Bylaws to the contrary,  no business shall be conducted at any
annual  meeting  except  in  accordance  with the  procedures  set forth in this
paragraph (b). The chairman of the annual  meeting shall,  if the facts warrant,
determine  and declare at the meeting that  business  was not  properly  brought
before the meeting and in accordance  with the provisions of this paragraph (b),
and, if he should so determine, he shall so declare at the meeting that any such
business not properly brought before the meeting shall not be transacted.

                  (c) Only  persons who are  nominated  in  accordance  with the
procedures  set forth in this  paragraph  (c) shall be eligible  for election as
directors.  Nominations of persons for election to the board of directors of the
corporation  may be made at a meeting of  stockholders by or at the direction of
the board of directors or by any stockholder of the corporation entitled to vote
in the  election  of  directors  at the  meeting  who  complies  with the notice
procedures set forth in this paragraph (c). Such  nominations,  other than those
made by or at the direction of the board of directors, shall be made pursuant to
timely notice in writing to the secretary of the  corporation in accordance with
the provisions of paragraph (b) of this Section 2.2. Such  stockholder's  notice
shall set forth (i) as to each person, if any, whom the stockholder  proposes to
nominate for election or re-election as a director:  (A) the name, age, business
address and residence  address of such person,  (B) the principal  occupation or
employment of such person, (C) the class and number of shares of the corporation
which  are  beneficially  owned  by  such  person,  (D)  a  description  of  all
arrangements or understandings  between the stockholder and each nominee and any
other person or persons  (naming  such person or persons)  pursuant to which the
nominations  are to be made by the  stockholder,  and (E) any other  information
relating to such person that is required to be  disclosed  in  solicitations  of
proxies for  elections  of  directors,  or is otherwise  required,  in each case
pursuant  to


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Regulation 14A under the 1934 Act (or any successor thereto)  (including without
limitation such person's  written consent to being named in the proxy statement,
if any, as a nominee and to serving as a director  if  elected);  and (ii) as to
such stockholder giving notice, the information required to be provided pursuant
to paragraph  (b) of this Section 2.2. At the request of the board of directors,
any person  nominated by a stockholder  for election as a director shall furnish
to the secretary of the corporation that information required to be set forth in
the stockholder's  notice of nomination which pertains to the nominee. No person
shall be eligible for election as a director of the corporation unless nominated
in accordance  with the procedures set forth in this paragraph (c). The chairman
of the meeting shall, if the facts warrant, determine and declare at the meeting
that a nomination was not made in accordance  with the procedures  prescribed by
these Bylaws, and if he should so determine, he shall so declare at the meeting,
and the defective nomination shall be disregarded.

         2.3 SPECIAL MEETING

         A special meeting of the  stockholders may be called at any time by the
board of  directors  or the  chairman  of the  board.  Special  meetings  of the
stockholders  may not be  called  by any  other  person  or  persons.  Only such
business shall be considered at a special  meeting of stockholders as shall have
been stated in the notice for such meeting.

         2.4 NOTICE OF STOCKHOLDERS' MEETINGS

         All  notices of  meetings of  stockholders  shall be sent or  otherwise
given in accordance  with Section 2.5 of these bylaws not less than ten (10) nor
more than  sixty  (60) days  before the date of the  meeting.  The notice  shall
specify the place, date and hour of the meeting and (i) in the case of a special
meeting,  the purpose or purposes  for which the meeting is called (no  business
other than that  specified in the notice may be  transacted) or (ii) in the case
of the annual meeting,  those matters which the board of directors,  at the time
of giving the notice, intends to present for action by the stockholders (but any
proper  matter may be presented at the meeting for such  action).  The notice of
any meeting at which  directors  are to be elected shall include the name of any
nominee or nominees who, at the time of the notice, the board intends to present
for election.

         2.5 ADVANCE NOTICE OF STOCKHOLDER NOMINEES AND STOCKHOLDER BUSINESS


         To be properly  brought  before an annual  meeting or special  meeting,
nominations  for  the  election  of  directors  or  other  business  must be (a)
specified in the notice of meeting (or any  supplement  thereto)  given by or at
the direction of the board of directors,  (b) otherwise  properly brought before
the meeting by or at the  direction of the board of  directors or (c)  otherwise
properly brought before the meeting by a stockholder.


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         2.6 MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE

         Written  notice of any meeting of  stockholders  shall be given  either
personally  or  by   first-class   mail  or  by  telegraphic  or  other  written
communication.  Notices not personally  delivered  shall be sent charges prepaid
and shall be addressed  to the  stockholder  at the address of that  stockholder
appearing on the books of the  corporation  or given by the  stockholder  to the
corporation for the purpose of notice. Notice shall be deemed to have been given
at the  time  when  delivered  personally  or  deposited  in the mail or sent by
telegram or other means of written communication.

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

         2.7 QUORUM

         The  holders  of a  majority  in voting  power of the stock  issued and
outstanding  and entitled to vote thereat,  present in person or  represented by
proxy,  shall  constitute a quorum at all meetings of the  stockholders  for the
transaction  of  business  except as  otherwise  provided  by  statute or by the
certificate  of  incorporation.  If,  however,  such  quorum is not  present  or
represented at any meeting of the stockholders,  then either (i) the chairman of
the meeting or (ii) the stockholders entitled to vote thereat, present in person
or represented  by proxy,  shall have power to adjourn the meeting in accordance
with Section 2.7 of these bylaws.

         When a quorum is present at any  meeting,  the vote of the holders of a
majority of the stock having  voting power present in person or  represented  by
proxy shall decide any question brought before such meeting, unless the question
is one upon which, by express  provision of the laws of the State of Delaware or
of the  certificate  of  incorporation  or these  bylaws,  a  different  vote is
required,  in which case such  express  provision  shall  govern and control the
decision of the question.

         If a quorum be  initially  present,  the  stockholders  may continue to
transact business until  adjournment,  notwithstanding  the withdrawal of enough
stockholders  to leave less than a quorum,  if any action taken is approved by a
majority of the stockholders initially constituting the quorum.

         2.8 ADJOURNED MEETING; NOTICE

         When a meeting is  adjourned  to another  time and place,  unless these
bylaws otherwise  require,  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
that might have been transacted at the original  meeting.  If the adjournment is
for more than thirty (30) 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.

         2.9 VOTING

         The stockholders  entitled to vote at any meeting of stockholders shall
be determined in accordance with the provisions of Section 2.11 of these bylaws,
subject to the provisions of Sections


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217 and 218 of the  General  Corporation  Law of  Delaware  (relating  to voting
rights of fiduciaries, pledgers and joint owners, and to voting trusts and other
voting agreements).

         Except as may be otherwise provided in the certificate of incorporation
or these bylaws,  each  stockholder  shall be entitled to as many votes as shall
equal the number of votes which such  stockholder  would be entitled to cast for
the election of directors with respect to his or her shares of stock  multiplied
by the number of  directors  to be  elected  and may cast all such votes for any
director or for any two or more of them as such stockholder may see fit.

         2.10 STOCKHOLDER ACTION BY WRITTEN CONSENT

         Any action  which may be taken at any  meeting of  stockholders  may be
taken  without a meeting and  without  prior  notice,  except as required by the
Securities  Exchange  Act  of  1934,  as  amended,  and  the  rules  promulgated
thereunder,  if a consent in writing,  setting forth the actions so taken, shall
be signed by the holders of outstanding  shares having not less than the minimum
number of votes which would be  necessary  to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted.

         2.11 RECORD DATE FOR STOCKHOLDER NOTICE; VOTING

         For purposes of determining the stockholders  entitled to notice of any
meeting or to vote thereat, the board of directors may fix, in advance, a record
date,  which  shall not precede  the date upon which the  resolution  fixing the
record  date is adopted by the board of  directors  and which  shall not be more
than  sixty  (60) days nor less than ten (10) days  before  the date of any such
meeting,  and in such event only stockholders of record on the date so fixed are
entitled to notice and to vote,  notwithstanding  any  transfer of any shares on
the books of the corporation after the record date.

         If the board of  directors  does not so fix a record  date,  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  business  day next
preceding  the day on which  notice is given,  or, if notice is  waived,  at the
close of  business  on the  business  day 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
unless the board of directors fixes a new record date for the adjourned meeting,
but the  board of  directors  shall  fix a new  record  date if the  meeting  is
adjourned  for more than  thirty  (30)  days from the date set for the  original
meeting.

         The record date for any other  purpose  shall be as provided in Section
8.1 of these bylaws.

         2.12 PROXIES

         Every person  entitled to vote for  directors,  or on any other matter,
shall  have  the  right  to do so  either  in  person  or by one or more  agents
authorized  by a written proxy signed by the person and filed with the secretary
of the  corporation,  but no such  proxy  shall be voted or acted  upon after 11
months from its date,  unless the proxy  provides for a longer  period.  A proxy
shall be deemed


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<PAGE>


signed if the  stockholder's  name is placed  on the  proxy  (whether  by manual
signature, typewriting,  telegraphic transmission,  tele-facsimile or otherwise)
by the stockholder or the stockholder's attorney-in-fact.  The revocability of a
proxy that  states on its face that it is  irrevocable  shall be governed by the
provisions of Section 212(e) of the General Corporation Law of Delaware.

         2.13 ORGANIZATION

         The president, or in the absence of the president,  the chairman of the
board,  shall call the meeting of the  stockholders  to order,  and shall act as
chairman of the meeting.  In the absence of the  president,  the chairman of the
board, and all of the vice presidents, the stockholders shall appoint a chairman
for such meeting.  The chairman of any meeting of  stockholders  shall determine
the order of business and the procedures at the meeting,  including such matters
as the  regulation  of the manner of voting and the  conduct  of  business.  The
secretary  of the  corporation  shall act as  secretary  of all  meetings of the
stockholders,  but in  the  absence  of the  secretary  at  any  meeting  of the
stockholders,  the  chairman  of the  meeting  may  appoint any person to act as
secretary of the meeting.

         2.14 LIST OF STOCKHOLDERS ENTITLED TO VOTE

         The officer who has charge of the stock ledger of the corporation shall
prepare and make, at least ten (10) 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 (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.

                                   ARTICLE III

                                    DIRECTORS

         3.1 POWERS

         Subject to the  provisions of the General  Corporation  Law of Delaware
and to any  limitations  in the  certificate  of  incorporation  or these bylaws
relating  to  action  required  to be  approved  by the  stockholders  or by the
outstanding shares, the business and affairs of the corporation shall be managed
and all  corporate  powers shall be  exercised by or under the  direction of the
board of directors.


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<PAGE>


         3.2 NUMBER OF DIRECTORS

         The board of directors shall consist of five (5) members. The number of
directors  may be changed by an  amendment  to this bylaw,  duly  adopted by the
board of directors or by the stockholders, or by a duly adopted amendment to the
certificate of incorporation.

         3.3 ELECTION AND TERM OF OFFICE OF DIRECTORS

         Except as provided in Section 3.4 of these bylaws,  directors  shall be
elected at each annual  meeting of  stockholders  to hold office  until the next
annual meeting. Each director, including a director elected or appointed to fill
a vacancy,  shall hold office until the expiration of the term for which elected
and until a successor has been elected and qualified.

         3.4 RESIGNATION AND VACANCIES

         Any  director  may resign  effective  on giving  written  notice to the
chairman of the board,  the president,  the secretary or the board of directors,
unless  the  notice  specifies  a later  time for  that  resignation  to  become
effective.  If the  resignation of a director is effective at a future time, the
board of  directors  may elect a successor  to take office when the  resignation
becomes effective.

         Vacancies in the board of directors  may be filled by a majority of the
remaining  directors,  even  if  less  than a  quorum,  or by a  sole  remaining
director.  Each  director  so elected  shall hold  office  until the next annual
meeting  of the  stockholders  and  until  a  successor  has  been  elected  and
qualified.

         Unless otherwise  provided in the certificate of incorporation or these
bylaws:

                  (i) Vacancies and newly created  directorships  resulting from
any  increase  in the  authorized  number  of  directors  elected  by all of the
stockholders  having  the  right to vote as a single  class  may be  filled by a
majority of the directors then in office,  although less than a quorum,  or by a
sole remaining director.

                  (ii)  Whenever the holders of any class or classes of stock or
series  thereof are entitled to elect one or more directors by the provisions of
the certificate of incorporation,  vacancies and newly created  directorships of
such class or classes  or series  may be filled by a majority  of the  directors
elected by such class or classes or series thereof then in office,  or by a sole
remaining director so elected.

                  (iii) A vacancy created by the removal of a director, except a
removal by the  stockholders for cause, may be filled by a majority of directors
then in office or the stockholders.

         If at any time, by reason of death or resignation  or other cause,  the
corporation  should  have no  directors  in  office,  then  any  officer  or any
stockholder or an executor, administrator, trustee or guardian of a stockholder,
or other fiduciary  entrusted with like  responsibility for the person or estate
of a stockholder,  may call a special meeting of stockholders in accordance with
the provisions of the certificate of incorporation or these bylaws, or may apply
to the Court of Chancery for a decree


                                       7
<PAGE>


summarily  ordering  an  election  as  provided  in Section  211 of the  General
Corporation Law of Delaware.

         If,  at  the  time  of  filling  any  vacancy  or  any  newly   created
directorship,  the directors then in office  constitute  less than a majority of
the whole board (as constituted  immediately  prior to any such increase),  then
the Court of Chancery may, upon  application of any  stockholder or stockholders
holding at least ten (10)  percent of the total number of the shares at the time
outstanding  having  the right to vote for such  directors,  summarily  order an
election to be held to fill any such  vacancies or newly created  directorships,
or to replace the directors chosen by the directors then in office as aforesaid,
which election shall be governed by the provisions of Section 211 of the General
Corporation Law of Delaware as far as applicable.

         3.5 REMOVAL OF DIRECTORS

         Unless  otherwise   restricted  by  statute,   by  the  certificate  of
incorporation or by these bylaws,  any director or the entire board of directors
may be  removed,  with or without  cause,  by the  holders of a majority  of the
shares then  entitled to vote at an election of  directors;  provided,  however,
that,  if and so  long  as  stockholders  of the  corporation  are  entitled  to
cumulative  voting, if less than the entire board is to be removed,  no director
may be removed  without  cause if the votes cast  against his  removal  would be
sufficient to elect him if then cumulatively  voted at an election of the entire
board of  directors,  pursuant  to  Delaware  General  Corporation  Law  Section
141(k)(2).

         For  purposes  of the  foregoing  paragraph,  "cause"  shall  mean  (i)
continued  willful  failure to perform  obligations  of a  director,  (ii) gross
negligence  by a director,  (iii)  engaging  in  transactions  that  defraud the
corporation, (iv) fraud or intentional  misrepresentation,  including falsifying
use of funds and intentional misstatements made in financial statements,  books,
records  or reports to  stockholders  or  governmental  agencies,  (v)  material
violation  of any  agreement  between the  director  and the  corporation,  (vi)
knowingly  causing  the  corporation  to commit  violations  of  applicable  law
(including  by  failure  to  act),  (vii)  acts of  moral  turpitude  or  (viii)
conviction of a felony.

         No  reduction  of the  authorized  number of  directors  shall have the
effect of removing any director prior to the expiration of such  director's term
of office.

         3.6 PLACE OF MEETINGS; MEETINGS BY TELEPHONE

         Regular  meetings  of the board of  directors  may be held at any place
within or outside the State of Delaware  that has been  designated  from time to
time by resolution of the board.  In the absence of such a designation,  regular
meetings  shall be held at the principal  executive  office of the  corporation.
Special  meetings  of the board may be held at any place  within or outside  the
State of Delaware  that has been  designated in the notice of the meeting or, if
not stated in the notice or if there is no notice,  at the  principal  executive
office of the corporation.

         Any meeting of the board, regular or special, may be held by conference
telephone  or  similar  communication   equipment,  so  long  as  all  directors
participating  in the meeting can hear one another;  and all such  participating
directors shall be deemed to be present in person at the meeting.


                                       8
<PAGE>


         3.7 FIRST MEETINGS

         The first  meeting of each newly  elected  board of directors  shall be
held at such time and place as shall be fixed by the vote of the stockholders at
the annual meeting.  In the event of the failure of the  stockholders to fix the
time or place of such first meeting of the newly elected board of directors,  or
in the  event  such  meeting  is not held at the time and  place so fixed by the
stockholders,  the  meeting  may be held at such  time  and  place  as  shall be
specified in a notice given as hereinafter  provided for special meetings of the
board of directors,  or as shall be specified in a written  waiver signed by all
of the directors.

         3.8 REGULAR MEETINGS

         Regular  meetings of the board of directors may be held without  notice
at such time as shall from time to time be determined by the board of directors.
If any regular meeting day shall fall on a legal holiday, then the meeting shall
be held at the same time and place on the next succeeding full business day.

         3.9 SPECIAL MEETINGS; NOTICE

         Special  meetings of the board of directors for any purpose or purposes
may be called at any time by the chairman of the board, the president,  any vice
president, the secretary or any two directors.

         Notice of the time and place of  special  meetings  shall be  delivered
personally  or by  telephone  to each  director  or sent  by  first-class  mail,
telecopy  or  telegram,  charges  prepaid,  addressed  to each  director at that
director's  address  as it is shown on the  records of the  corporation.  If the
notice is mailed,  it shall be deposited in the United States mail at least four
(4) days  before  the time of the  holding  of the  meeting.  If the  notice  is
delivered  personally  or by  telephone,  telecopy  or  telegram,  it  shall  be
delivered  personally  or by  telephone  or to the  telegraph  company  at least
forty-eight  (48) hours before the time of the holding of the meeting.  Any oral
notice  given  personally  or by  telephone  may be  communicated  either to the
director or to a person at the office of the director who the person  giving the
notice has reason to believe will promptly  communicate it to the director.  The
notice need not specify the purpose or the place of the meeting,  if the meeting
is to be held at the principal executive office of the corporation.

         3.10 QUORUM

         A majority of the  authorized  number of directors  shall  constitute a
quorum for the transaction of business, except to adjourn as provided in Section
3.12 of these  bylaws.  Every act or decision  done or made by a majority of the
directors  present at a duly held meeting at which a quorum is present  shall be
regarded as the act of the board of directors,  subject to the provisions of the
certificate of incorporation and applicable law.


                                       9
<PAGE>


         A meeting  at which a quorum  is  initially  present  may  continue  to
transact  business  notwithstanding  the withdrawal of directors,  if any action
taken is approved by at least a majority of the quorum for that meeting.

         3.11 WAIVER OF NOTICE

         Notice of a meeting  need not be given to any  director (i) who signs a
waiver of notice,  whether before or after the meeting,  or (ii) who attends the
meeting other than for the express purposed of objecting at the beginning of the
meeting to the  transaction of any business  because the meeting is not lawfully
called or convened.  All such waivers shall be filed with the corporate  records
or made part of the minutes of the meeting.  A waiver of notice need not specify
the purpose of any regular or special meeting of the board of directors.

         3.12 ADJOURNMENT

         A majority of the  directors  present,  whether or not  constituting  a
quorum, may adjourn any meeting of the board to another time and place.

         3.13 NOTICE OF ADJOURNMENT

         Notice of the time and place of  holding  an  adjourned  meeting of the
board  need  not be  given  unless  the  meeting  is  adjourned  for  more  than
twenty-four  (24) hours.  If the meeting is adjourned for more than  twenty-four
(24) hours,  then notice of the time and place of the adjourned meeting shall be
given  before the  adjourned  meeting  takes place,  in the manner  specified in
Section 3.9 of these  bylaws,  to the directors who were not present at the time
of the adjournment.

         3.14 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING

         Any action  required or permitted to be taken by the board of directors
may be  taken  without  a  meeting,  provided  that  all  members  of the  board
individually or collectively  consent in writing to that action.  Such action by
written  consent shall have the same force and effect as a unanimous vote of the
board of directors.  Such written consent and any counterparts  thereof shall be
filed with the minutes of the proceedings of the board of directors.

         3.15 FEES AND COMPENSATION OF DIRECTORS

         Directors and members of committees may receive such  compensation,  if
any, for their  services and such  reimbursement  of expenses as may be fixed or
determined by resolution of the board of directors.  This Section 3.15 shall not
be construed to preclude any director from serving the  corporation in any other
capacity as an officer,  agent, employee or otherwise and receiving compensation
for those services.


                                       10
<PAGE>


         3.16 APPROVAL OF LOANS TO OFFICERS

         The  corporation  may lend money to, or guarantee any obligation of, or
otherwise  assist any officer or other employee of the corporation or any of its
subsidiaries,  including  any  officer  or  employee  who is a  director  of the
corporation  or any of  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.

         3.17 SOLE DIRECTOR PROVIDED BY CERTIFICATE OF INCORPORATION

         In the event  only one  director  is  required  by these  bylaws or the
certificate of  incorporation,  then any reference  herein to notices,  waivers,
consents,  meetings or other  actions by a majority  or quorum of the  directors
shall be deemed to refer to such notice,  waiver,  etc., by such sole  director,
who shall have all the rights and duties and shall be entitled  to exercise  all
of the  powers  and  shall  assume  all the  responsibilities  otherwise  herein
described as given to the board of directors.

                                   ARTICLE IV

                                   COMMITTEES

         4.1 COMMITTEES OF DIRECTORS

         The board of directors may, by resolution  adopted by a majority of the
authorized  number of  directors,  designate  one (1) or more  committees,  each
consisting of two or more directors,  to serve at the pleasure of the board. The
board may  designate  one (1) or more  directors  as  alternate  members  of any
committee,  who may replace any absent or disqualified  member at any meeting of
the committee.  The  appointment of members or alternate  members of a committee
requires  the vote of a majority  of the  authorized  number of  directors.  Any
committee, to the extent provided in the resolution of the board, shall have and
may exercise all the powers and  authority of the board,  but no such  committee
shall have the power or authority to (i) amend the certificate of  incorporation
(except that a committee  may, to the extent  authorized  in the  resolution  or
resolutions  providing  for the issuance of shares of stock adopted by the board
of directors  as provided in Section  151(a) of the General  Corporation  Law of
Delaware,  fix the  designations  and any of the  preferences  or rights of such
shares  relating to dividends,  redemption,  dissolution,  any  distribution  of
assets of the corporation or the conversion into, or the exchange of such shares
for, shares of any other class or classes or any other series of the same or any
other class or classes of stock of the corporation),  (ii) adopt an agreement of
merger or consolidation under Sections 251 or 252 of the General Corporation Law
of Delaware,  (iii) recommend to the stockholders the sale, lease or exchange of
all  or  substantially  all of  the  corporation's  property  and  assets,  (iv)
recommend to the  stockholders a dissolution of the  corporation or a revocation
of a dissolution  or (v) amend the bylaws of the  corporation;  and,  unless the
board resolution  establishing  the committee,  the bylaws or the certificate of
incorporation  expressly so provide,  no such committee  shall have the power or
authority to declare a dividend, to


                                       11
<PAGE>


authorize  the issuance of stock,  or to adopt a  certificate  of ownership  and
merger pursuant to Section 253 of the General Corporation Law of Delaware.

         4.2 MEETINGS AND ACTION OF COMMITTEES

         Meetings and actions of  committees  shall be governed by, and held and
taken in  accordance  with,  the  following  provisions  of Article III of these
bylaws:  Section 3.6 (place of  meetings;  meetings by  telephone),  Section 3.8
(regular  meetings),  Section  3.9  (special  meetings;  notice),  Section  3.10
(quorum),  Section 3.11 (waiver of notice), Section 3.12 (adjournment),  Section
3.13 (notice of  adjournment)  and Section 3.14 (board action by written consent
without  meeting),  with such  changes  in the  context  of those  bylaws as are
necessary to substitute the committee and its members for the board of directors
and its  members;  provided,  however,  that the  time of  regular  meetings  of
committees  may be determined  either by resolution of the board of directors or
by resolution of the committee,  that special meetings of committees may also be
called by  resolution  of the board of  directors,  and that  notice of  special
meetings of committees shall also be given to all alternate  members,  who shall
have the right to attend all meetings of the  committee.  The board of directors
may adopt rules for the  government of any committee not  inconsistent  with the
provisions of these bylaws.

         4.3 COMMITTEE MINUTES

         Each  committee  shall keep regular  minutes of its meetings and report
the same to the board of directors when required.

                                    ARTICLE V

                                    OFFICERS

         5.1 OFFICERS

         The Corporate  Officers of the  corporation  shall be a chief executive
officer  and  president,   a  secretary  and  a  chief  financial  officer.  The
corporation  may also  have,  at the  discretion  of the board of  directors,  a
chairman of the board, one or more vice presidents (however denominated), one or
more assistant  secretaries,  one or more assistant  treasurers,  and such other
officers as may be appointed in accordance with the provisions of Section 5.3 of
these bylaws. Any number of offices may be held by the same person.

         In addition to the Corporate  Officers of the Company  described above,
there may also be such  Administrative  Officers  of the  corporation  as may be
designated and appointed  from time to time by the president of the  corporation
in accordance with the provisions of Section 5.12 of these bylaws.


                                       12
<PAGE>


         5.2 ELECTION OF OFFICERS

         The Corporate Officers of the corporation,  except such officers as may
be appointed in accordance  with the provisions of Section 5.3 or Section 5.5 of
these bylaws, shall be chosen by the board of directors,  subject to the rights,
if any, of an officer  under any  contract of  employment,  and shall hold their
respective  offices  for such terms as the board of  directors  may from time to
time determine.

         5.3 SUBORDINATE OFFICERS

         The board of  directors  may appoint,  or may empower the  president to
appoint,  such other  Corporate  Officers as the business of the corporation may
require,  each of whom shall hold  office for such  period,  have such power and
authority,  and perform  such duties as are  provided in these  bylaws or as the
board of directors may from time to time determine.

         The   president   may  from  time  to  time   designate   and   appoint
Administrative  Officers of the corporation in accordance with the provisions of
Section 5.12 of these bylaws.

         5.4 REMOVAL AND RESIGNATION OF OFFICERS

         Subject  to the  rights,  if any,  of a  Corporate  Officer  under  any
contract of  employment,  any Corporate  Officer may be removed,  either with or
without  cause,  by the board of directors at any regular or special  meeting of
the  board  or,  except in case of a  Corporate  Officer  chosen by the board of
directors,  by any  Corporate  Officer  upon whom such power of  removal  may be
conferred by the board of directors.

         Any Corporate  Officer may resign at any time by giving  written notice
to the corporation. Any resignation shall take effect at the date of the receipt
of that  notice or at any later  time  specified  in that  notice;  and,  unless
otherwise  specified in that notice, the acceptance of the resignation shall not
be necessary to make it effective.  Any resignation is without  prejudice to the
rights,  if any, of the  corporation  under any contract to which the  Corporate
Officer is a party.

         Any  Administrative  Officer  designated and appointed by the president
may be removed, either with or without cause, at any time by the president.  Any
Administrative  Officer may resign at any time by giving  written  notice to the
president or to the secretary of the corporation.

         5.5 VACANCIES IN OFFICES

         A  vacancy  in any  office  because  of  death,  resignation,  removal,
disqualification  or any other cause shall be filled in the manner prescribed in
these bylaws for regular appointments to that office.

         5.6 CHAIRMAN OF THE BOARD

         The  chairman of the board,  if such an officer be elected,  shall,  if
present,  preside at meetings of the board of directors  and exercise such other
powers and perform such other duties as may from time to time be assigned to him
by the board of directors or as may be prescribed  by these bylaws.  If


                                       13
<PAGE>


there is no  president,  then the  chairman of the board shall also be the chief
executive  officer  of the  corporation  and shall  have the  powers  and duties
prescribed in Section 5.7 of these bylaws.

         5.7 CHIEF EXECUTIVE OFFICER AND PRESIDENT

         Subject  to such  supervisory  powers,  if any,  as may be given by the
board of directors  to the  chairman of the board,  if there be such an officer,
the president shall be the chief executive officer of the corporation and shall,
subject to the  control of the board of  directors,  have  general  supervision,
direction and control of the business and the officers of the corporation. He or
she shall  preside at all  meetings of the  stockholders  and, in the absence or
nonexistence  of a  chairman  of the  board,  at all  meetings  of the  board of
directors.  He or she shall have the  general  powers  and duties of  management
usually vested in the office of president of a corporation,  and shall have such
other powers and perform such other duties as may be  prescribed by the board of
directors or these bylaws.

         5.8 VICE PRESIDENTS

         In the  absence  or  disability  of the  president,  and if there is no
chairman of the board,  the vice  presidents,  if any, in order of their rank as
fixed by the board of directors or, if not ranked,  a vice president  designated
by the board of  directors,  shall  perform all the duties of the  president and
when so  acting  shall  have  all  the  powers  of,  and be  subject  to all the
restrictions  upon, the  president.  The vice  presidents  shall have such other
powers and perform such other duties as from time to time may be prescribed  for
them respectively by the board of directors,  these bylaws, the president or the
chairman of the board.

         5.9 SECRETARY

         The  secretary  shall  keep  or  cause  to be  kept,  at the  principal
executive  office  of the  corporation  or such  other  place  as the  board  of
directors may direct, a book of minutes of all meetings and actions of the board
of directors,  committees of directors and stockholders.  The minutes shall show
the time and place of each meeting, whether regular or special (and, if special,
how authorized  and the notice given),  the names of those present at directors'
meetings or committee  meetings,  the number of shares present or represented at
stockholders' meetings and the proceedings thereof.

         The  secretary  shall  keep,  or  cause to be  kept,  at the  principal
executive  office  of the  corporation  or at the  office  of the  corporation's
transfer  agent or  registrar,  as  determined  by  resolution  of the  board of
directors, a share register or a duplicate share register,  showing the names of
all stockholders  and their addresses,  the number and classes of shares held by
each, the number and date of certificates  evidencing such shares and the number
and date of cancellation of every certificate surrendered for cancellation.

         The secretary shall give, or cause to be given,  notice of all meetings
of the stockholders and of the board of directors required to be given by law or
by these  bylaws.  He or she shall keep the


                                       14
<PAGE>


seal of the corporation,  if one be adopted, in safe custody and shall have such
other powers and perform such other duties as may be  prescribed by the board of
directors or by these bylaws.

         5.10 CHIEF FINANCIAL OFFICER

         The chief  financial  officer shall keep and  maintain,  or cause to be
kept and  maintained,  adequate and correct books and records of accounts of the
properties and business  transactions of the corporation,  including accounts of
its  assets,  liabilities,  receipts,  disbursements,  gains,  losses,  capital,
retained earnings and shares. The books of account shall at all reasonable times
be open to  inspection by any director for a purpose  reasonably  related to his
position as a director.

         The chief financial officer shall deposit all money and other valuables
in the name and to the credit of the corporation  with such  depositaries as may
be designated by the board of directors.  He or she shall  disburse the funds of
the corporation as may be ordered by the board of directors, shall render to the
president and  directors,  whenever they request it, an account of all of his or
her  transactions as chief financial  officer and of the financial  condition of
the corporation,  and shall have such other powers and perform such other duties
as may be prescribed by the board of directors or these bylaws.

         5.11 ASSISTANT SECRETARY

         The  assistant  secretary,  if any,  or, if there is more than one, the
assistant  secretaries in the order  determined by the board of directors (or if
there be no such  determination,  then in the order of their election) shall, in
the absence of the  secretary or in the event of his or her inability or refusal
to act,  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
may from time to time prescribe.

         5.12 ADMINISTRATIVE OFFICERS

         In addition to the Corporate Officers of the corporation as provided in
Section 5.1 of these bylaws and such  subordinate  Corporate  Officers as may be
appointed in accordance with Section 5.3 of these bylaws, there may also be such
Administrative  Officers of the  corporation  as may be designated and appointed
from time to time by the president of the corporation.  Administrative  Officers
shall  perform  such  duties  and have  such  powers as from time to time may be
determined  by the  president  or the board of  directors in order to assist the
Corporate  Officers in the  furtherance of their duties.  In the  performance of
such  duties and the  exercise  of such  powers,  however,  such  Administrative
Officers shall have limited authority to act on behalf of the corporation as the
board of directors shall establish,  including but not limited to limitations on
the dollar amount and on the scope of agreements or commitments that may be made
by such Administrative Officers on behalf of the corporation,  which limitations
may not be  exceeded by such  individuals  or altered by the  president  without
further approval by the board of directors.


                                       15
<PAGE>


         5.13 AUTHORITY AND DUTIES OF OFFICERS

         In addition to the foregoing powers, authority and duties, all officers
of the corporation shall respectively have such authority and powers and perform
such  duties in the  management  of the  business of the  corporation  as may be
designated from time to time by the board of directors.

                                   ARTICLE VI

         INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS

         6.1 INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The  corporation  shall,  to the  maximum  extent  and  in  the  manner
permitted by the General  Corporation  Law of Delaware as the same now exists or
may  hereafter be amended,  indemnify  any person  against  expenses  (including
attorneys' fees), judgments,  fines, and amounts paid in settlement actually and
reasonably  incurred in  connection  with any  threatened,  pending or completed
action,  suit,  or  proceeding  in  which  such  person  was or is a party or is
threatened to be made a party by reason of the fact that such person is or was a
director or officer of the  corporation.  For  purposes of this  Section  6.1, a
"director" or "officer" of the  corporation  shall mean any person (i) who is or
was a director or officer of the corporation,  (ii) who is or was serving at the
request  of the  corporation  as a director  or officer of another  corporation,
partnership,  joint  venture,  trust or  other  enterprise,  or (iii)  who was a
director or officer of a corporation which was a predecessor  corporation of the
corporation  or of  another  enterprise  at  the  request  of  such  predecessor
corporation.

         The corporation shall be required to indemnify a director or officer in
connection  with an action,  suit, or proceeding (or part thereof)  initiated by
such  director  or officer  only if the  initiation  of such  action,  suit,  or
proceeding  (or part  thereof) by the director or officer was  authorized by the
board of directors of the corporation.

         The  corporation  shall pay the expenses  (including  attorney's  fees)
incurred by a director or officer of the corporation entitled to indemnification
hereunder  in  defending  any  action,  suit or  proceeding  referred to in this
Section 6.1 in advance of its final disposition; provided, however, that payment
of expenses  incurred by a director or officer of the  corporation in advance of
the final disposition of such action, suit or proceeding shall be made only upon
receipt of an  undertaking  by the  director  or  officer  to repay all  amounts
advanced if it should  ultimately be determined  that the director or officer is
not entitled to be indemnified under this Section 6.1 or otherwise.

         The  rights  conferred  on any  person  by this  Article  shall  not be
exclusive of any other  rights  which such person may have or hereafter  acquire
under any statute,  provision of the corporation's Certificate of Incorporation,
these bylaws,  agreement, vote of the stockholders or disinterested directors or
otherwise.

         Any repeal or modification of the foregoing  provisions of this Article
shall not adversely  affect any right or  protection  hereunder of any person in
respect of any act or  omission  occurring  prior to the time of such  repeal or
modification.


                                       16
<PAGE>


         6.2 INDEMNIFICATION OF OTHERS

         The corporation  shall have the power, to the maximum extent and in the
manner  permitted  by the  General  Corporation  Law of Delaware as the same now
exists or may  hereafter  be  amended,  to  indemnify  any  person  (other  than
directors and officers) against expenses (including attorneys' fees), judgments,
fines,  and amounts  paid in  settlement  actually  and  reasonably  incurred in
connection  with  any  threatened,   pending  or  completed  action,   suit,  or
proceeding, in which such person was or is a party or is threatened to be made a
party by reason of the fact that such  person is or was an  employee or agent of
the  corporation.  For purposes of this Section 6.2, an "employee" or "agent" of
the corporation (other than a director or officer) shall mean any person (i) who
is or was an employee or agent of the corporation, (ii) who is or was serving at
the request of the  corporation as an employee or agent of another  corporation,
partnership,  joint  venture,  trust or other  enterprise,  or (iii)  who was an
employee or agent of a corporation  which was a predecessor  corporation  of the
corporation  or of  another  enterprise  at  the  request  of  such  predecessor
corporation.

         6.3 INSURANCE

         The  corporation  may 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 or her and incurred
by him or her in any such capacity, or arising out of his or her status as such,
whether  or not the  corporation  would have the power to  indemnify  him or her
against such liability  under the provisions of the General  Corporation  Law of
Delaware.

                                   ARTICLE VII

                               RECORDS AND REPORTS

         7.1 MAINTENANCE AND INSPECTION OF RECORDS

         The corporation shall,  either at its principal  executive office or at
such place or places as designated  by the board of directors,  keep a record of
its  stockholders  listing their names and addresses and the number and class of
shares  held by each  stockholder,  a copy of these  bylaws as  amended to date,
accounting books and other records of its business and properties.

         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 a
purpose reasonably related to such person's interest as a stockholder.  In every
instance  where an  attorney or other agent is the person who seeks the right to
inspection, the demand under oath shall be accompanied by a power of attorney or
such other  writing  that  authorizes  the  attorney or other agent


                                       17
<PAGE>


to so act on behalf of the stockholder.  The demand under oath shall be directed
to the  corporation  at its  registered  office in Delaware or at its  principal
place of business.

         7.2 INSPECTION BY DIRECTORS

         Any director  shall have the right to examine the  corporation's  stock
ledger, a list of its stockholders and its other books and records for a purpose
reasonably related to his or her position as a director.

         7.3 ANNUAL STATEMENT TO STOCKHOLDERS

         The board of directors shall present at each annual meeting, and at any
special meeting of the stockholders when called for by vote of the stockholders,
a full and clear statement of the business and condition of the corporation.

         7.4 REPRESENTATION OF SHARES OF OTHER CORPORATIONS

         The chairman of the board,  if any, the president,  any vice president,
the chief financial  officer,  the secretary or any assistant  secretary of this
corporation,  or any other  person  authorized  by the board of directors or the
president or a vice president,  is authorized to vote, represent and exercise on
behalf of this  corporation  all  rights  incident  to any and all shares of the
stock of any other  corporation  or  corporations  standing  in the name of this
corporation. The authority herein granted may be exercised either by such person
directly  or by any  other  person  authorized  to do so by  proxy  or  power of
attorney duly executed by such person having the authority.

         7.5 CERTIFICATION AND INSPECTION OF BYLAWS

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

                                  ARTICLE VIII

                                 GENERAL MATTERS

           8.1 RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND VOTING

         For  purposes  of  determining  the  stockholders  entitled  to receive
payment of any dividend or other  distribution or allotment of any rights or the
stockholders  entitled  to  exercise  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, in  advance,  a record  date,  which shall not
precede the date upon which the resolution fixing the record date is adopted and
which  shall not be more than sixty (60) days  before any such  action.  In that
case, only  stockholders of record at the close of business on the date so fixed
are entitled to receive the dividend, distribution or allotment of rights, or to


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exercise such rights,  as the case may be,  notwithstanding  any transfer of any
shares on the books of the corporation after the record date so fixed, except as
otherwise provided by law.

         If the  board of  directors  does not so fix a  record  date,  then 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
applicable resolution.

         8.2 CHECKS; DRAFTS; EVIDENCES OF INDEBTEDNESS

         From time to time, the board of directors shall determine by resolution
which person or persons may sign or endorse all checks, drafts, other orders for
payment of money,  notes or other evidences of  indebtedness  that are issued in
the name of or payable to the  corporation,  and only the persons so  authorized
shall sign or endorse those instruments.

         8.3 CORPORATE CONTRACTS AND INSTRUMENTS: HOW EXECUTED

         The board of directors,  except as otherwise  provided in these bylaws,
may authorize and empower any officer or officers,  or agent or agents, to enter
into any contract or execute any  instrument in the name of and on behalf of the
corporation;  such power and  authority  may be general or  confined to specific
instances.  Unless so authorized or ratified by the board of directors or within
the agency  power of an officer,  no officer,  agent or employee  shall have any
power or authority to bind the  corporation  by any contract or engagement or to
pledge its credit or to render it liable for any purpose or for any amount.

         8.4 STOCK CERTIFICATES; TRANSFER; PARTLY PAID SHARES

         The shares of the  corporation  shall be represented  by  certificates,
provided  that  the  board  of  directors  of the  corporation  may  provide  by
resolution  or  resolutions  that some or all of any or all classes or series of
its stock shall be uncertificated shares. Any such resolution shall not apply to
shares represented by a certificate until such certificate is surrendered to the
corporation.  Notwithstanding  the adoption of such a resolution by the board of
directors,  every holder of stock represented by certificates and, upon request,
every holder of uncertificated  shares,  shall be entitled to have a certificate
signed by, or in the name of the corporation  by, the chairman or  vice-chairman
of the  board of  directors,  or the  president  or  vice-president,  and by the
treasurer or an assistant treasurer,  or the secretary or an assistant secretary
of such corporation  representing the number of shares registered in certificate
form. Any or all of the  signatures on the  certificate  may be a facsimile.  In
case any officer,  transfer agent or registrar who has signed or whose facsimile
signature  has been placed  upon a  certificate  has ceased to be such  officer,
transfer agent or registrar before such certificate is issued,  it may be issued
by the  corporation  with the same  effect  as if he or she were  such  officer,
transfer agent or registrar at the date of issue.

         Certificates  for shares  shall be of such form and device as the board
of directors  may designate and shall state the name of the record holder of the
shares represented thereby;  its number; date of issuance;  the number of shares
for  which it is  issued;  a  summary  statement  or  reference  to the  powers,
designations,  preferences  or  other  special  rights  of  such  stock  and the
qualifications,


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limitations  or  restrictions  of such  preferences  and/or  rights,  if any;  a
statement or summary of liens, if any; a conspicuous notice of restrictions upon
transfer or registration  of transfer,  if any; a statement as to any applicable
voting trust  agreement;  if the shares be assessable,  or, if  assessments  are
collectible by personal action, a plain statement of such facts.

         Upon surrender to the secretary or transfer agent of the corporation of
a certificate  for shares duly  endorsed or  accompanied  by proper  evidence of
succession,  assignment  or authority  to transfer,  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.

         The corporation may issue the whole or any part of its shares as partly
paid and  subject  to call for the  remainder  of the  consideration  to be paid
therefor.  Upon the face or back of each stock  certificate  issued to represent
any such partly paid shares, or upon the books and records of the corporation in
the  case  of  uncertificated  partly  paid  shares,  the  total  amount  of the
consideration  to be paid  therefor and the amount paid thereon shall be stated.
Upon the declaration of any dividend on fully paid shares, the corporation shall
declare a dividend upon partly paid shares of the same class,  but only upon the
basis of the percentage of the consideration actually paid thereon.

         8.5 SPECIAL DESIGNATION ON CERTIFICATES

         If the  corporation is authorized to issue more than one class of stock
or more than one series of any class,  then the powers,  the  designations,  the
preferences and the 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  that the  corporation  shall
issue to  represent  such  class or series of stock;  provided,  however,  that,
except as otherwise  provided in Section 202 of the General  Corporation  Law of
Delaware,  in lieu of the foregoing  requirements  there may be set forth on the
face or back of the certificate  that 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 powers, the designations,
the  preferences  and the  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.

         8.6 LOST CERTIFICATES

         Except as provided in this Section 8.6, no new  certificates for shares
shall be issued to replace a previously issued  certificate unless the latter is
surrendered  to the  corporation  and  canceled  at the same time.  The board of
directors  may,  in case any  share  certificate  or  certificate  for any other
security is lost,  stolen or destroyed,  authorize  the issuance of  replacement
certificates  on such terms and  conditions as the board may require;  the board
may  require  indemnification  of the  corporation  secured  by a bond or  other
adequate security  sufficient to protect the corporation  against any claim that
may be made against it,  including any expense or  liability,  on account of the
alleged loss,  theft or  destruction  of the  certificate or the issuance of the
replacement certificate.


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         8.7 TRANSFER AGENTS AND REGISTRARS

         The board of  directors  may  appoint  one or more  transfer  agents or
transfer  clerks,  and  one or  more  registrars,  each  of  which  shall  be an
incorporated  bank or trust company -- either domestic or foreign,  who shall be
appointed at such times and places as the  requirements  of the  corporation may
necessitate and the board of directors may designate.

         8.8 CONSTRUCTION; DEFINITIONS

         Unless the context requires otherwise, the general provisions, rules of
construction  and  definitions in the General  Corporation Law of Delaware shall
govern the construction of these bylaws. Without limiting the generality of this
provision, as used in these bylaws, the singular number includes the plural, the
plural  number  includes the singular,  and the term  "person"  includes both an
entity and a natural person.

                                   ARTICLE IX

                                   AMENDMENTS

         The original or other bylaws of the corporation may be adopted, amended
or repealed by the stockholders  entitled to vote; provided,  however,  that the
corporation may, in its certificate of incorporation, confer the power to adopt,
amend or repeal bylaws upon the directors.  The fact that such power has been so
conferred upon the directors shall not divest the stockholders of the power, nor
limit their power to adopt, amend or repeal bylaws.

         Whenever an  amendment  or new bylaw is adopted,  it shall be copied in
the book of bylaws with the original  bylaws,  in the appropriate  place. If any
bylaw is repealed,  the fact of repeal with the date of the meeting at which the
repeal was enacted or the filing of the operative  written  consent(s)  shall be
stated in said book.


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             CERTIFICATE OF ADOPTION OF AMENDED AND RESTATED BYLAWS

                                       OF

                              SPECTRIAN CORPORATION
                             a Delaware corporation

           Certificate by Secretary of Adoption by Board of Directors

         The  undersigned   hereby  certifies  that  he  is  the  duly  elected,
qualified,   and  acting   Secretary  of  Spectrian   Corporation,   a  Delaware
corporation,  and that the foregoing Bylaws, comprising twenty-seven (27) pages,
were adopted as the Bylaws of the corporation on June 9, 2000, by the members of
the corporation's Board of Directors.

         IN WITNESS  WHEREOF,  the  undersigned  has  hereunto  set his hand and
affixed the corporate seal this 9th day of June, 2000.

                                     /s/ Michael D. Angel
                                     -------------------------------------------
                                     Michael D. Angel, Executive Vice President,
                                     Chief Financial Officer and Secretary