<PAGE>
                                                                     Exhibit 3.2

                     AMENDED AND RESTATED BYLAWS

                                 OF

                         SUMMIT DESIGN, INC.



                              ARTICLE I

                          CORPORATE OFFICES


     1.1  REGISTERED OFFICE

     The registered office of the corporation shall be in the City of
Wilmington, County of New Castle, State of Delaware.  The name of the registered
agent of the corporation at such location is The Corporation Trust Company.

     1.2  OTHER OFFICES

     The board of directors may at any time establish other 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 registered office
of the corporation.

     2.2  ANNUAL MEETING

     The annual meeting of stockholders shall be held each year on a date and at
a time designated by the board of directors.  In the absence of such
designation, the annual meeting of stockholders shall be held on the third
Friday of June in each year at 3:00 p.m.  However, if such day falls on a legal
holiday, then the meeting shall be held at the same time and place on the next
succeeding full business day.  At the meeting, directors shall be elected and
any other proper business may be transacted.

<PAGE>

          (a)  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 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) days notice or prior public
disclosure of the date of the meeting is given or made to stockholders, notice
to be timely must be so received not later than the close of business on the
tenth (10th) day following the day on which such notice of the date of the
meeting was mailed or such public 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:  (i) a brief description of the business
desired to be brought before the annual meeting and the reasons for conducting
such business at the annual meeting, (ii) the name and address, as they appear
on the corporation's books, of the stockholder proposing such business,
(iii) the class and number of shares of the corporation which are beneficially
owned by the stockholder, (iv) any material interest of the stockholder in such
business and (v) 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"), in his capacity as a proponent to a
stockholder proposal.  Notwithstanding the foregoing, in order to include
information with respect to a stockholder proposal in the proxy statement and
form of proxy for a stockholder's meeting, stockholders must provide notice as
required by the regulations promulgated under the 1934 Act.  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 (a).  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 in accordance with the provisions of this paragraph (a), 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.

          (b)  Only persons who are nominated in accordance with the procedures
set forth in this paragraph (b) 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 (b).  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 (a) 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

                                       -2-
<PAGE>

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
Regulation 14A under the 1934 Act (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 (a) 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 (b).  The chairman
of the meeting shall, if the facts warrants, 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

     Special meetings of stockholders for any purpose or purposes may be called
at any time by the board of directors, or by a committee of the board of
directors which has been duly designated by the board of directors and whose
powers and authority, as expressly provided in a resolution of the board of
directors, include the power to call such meetings, but, except as otherwise
provided in Section 3.4(c) of these bylaws, such special meetings may not be
called by any other person or persons.

     2.4  NOTICE OF STOCKHOLDERS' MEETINGS

     All notices of meetings with stockholders shall be in writing and 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 to
each stockholder entitled to vote at such 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
matter properly brought before the meeting 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  MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE

     Written notice of any meeting of stockholders, if mailed, is given when
deposited in the United States mail, postage prepaid, directed to the
stockholder at his address as it appears on the records of the corporation.  An
affidavit of the secretary or an assistant secretary or of the transfer 

                                       -3-
<PAGE>

agent of the corporation that the notice has been given shall, in the absence 
of fraud, be prima facie evidence of the facts stated therein.

     2.6  QUORUM

     The holders of a majority 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 the stockholders entitled to vote thereat, present in person
or represented by proxy, shall have power to adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum is
present or represented.  At such adjourned meeting at which a quorum is present
or represented, any business may be transacted that might have been transacted
at the meeting as originally noticed.

     The stockholders present at a duly called or held meeting at which a quorum
is present may continue to do business until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum, if any action
taken (other than adjournment) is approved by at least a majority of the shares
required to constitute a quorum.

     2.7  ADJOURNED MEETING; NOTICE

     When a meeting is adjourned to another time or 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.

     2.8  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 217 and 218 of the General Corporation Law
of Delaware (relating to voting rights of fiduciaries, pledgers and joint owners
of stock and to voting trusts and other voting agreements).

     Except as may be otherwise provided in the certificate of incorporation,
each stockholder shall be entitled to one vote for each share of capital stock
held by such stockholder.

                                       -4-
<PAGE>

     2.9  WAIVER OF NOTICE

     Whenever notice is required to be given under any provision of the General
Corporation Law of Delaware or of the certificate of incorporation or these
bylaws, a written waiver thereof, signed by the person entitled to notice,
whether before or after the time stated therein, shall be deemed equivalent to
notice.  Attendance of a person at a meeting shall constitute a waiver of notice
of such meeting, except when the person attends a meeting for the express
purpose of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened.  Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the stockholders need be specified in any written waiver of notice unless so
required by the certificate of incorporation or these bylaws. 

     2.10 STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING

     Unless otherwise provided in the certificate of incorporation, any action
required by this chapter to be taken at any annual or special meeting of
stockholders of a corporation, or any action that may be taken at any annual or
special meeting of such stockholders, may be taken without a meeting, without
prior notice, and without a vote if a consent in writing, setting forth the
action so taken, is signed by the holders of outstanding stock having not less
than the minimum number of votes that would be necessary to authorize or take
such action at a meeting at which all shares entitled to vote thereon were
present and voted.

     Prompt notice of the taking of the corporate action without a meeting by
less than unanimous written consent shall be given to those stockholders who
have not consented in writing.  If the action which is consented to is such as
would have required the filing of a certificate under any section of the General
Corporation Law of Delaware if such action had been voted on by stockholders at
a meeting thereof, then the certificate filed under such section shall state, in
lieu of any statement required by such section concerning any vote of
stockholders, that written notice and written consent have been given as
provided in Section 228 of the General Corporation Law of Delaware.

     2.11 RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS

     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,
or entitled to express consent to corporate action in writing without a meeting,
or entitled to receive payment of any dividend or other distribution or
allotment of any rights, or 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 be more than sixty (60) nor less than ten (10) days before the date of such
meeting, nor more than sixty (60) days prior to any other action.

                                       -5-
<PAGE>

     If the board of directors does not so fix a record date:

          (a)  The record date for determining stockholders entitled to notice
of or to vote at a meeting of stockholders shall be at the close of business on
the day next preceding the day on which notice is given, or, if notice is
waived, at the close of business on the day next preceding the day on which the
meeting is held.

          (b)  The record date for determining stockholders entitled to express
consent to corporate action in writing without a meeting (if permitted), when no
prior action by the board of directors is necessary, shall be the day on which
the first written consent is expressed.

          (c)  The record date for determining stockholders for any other
purpose shall be at the close of business on the day on which the board of
directors adopts the resolution relating thereto.

     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.

     2.12 PROXIES

     Each stockholder entitled to vote at a meeting of stockholders or to
express consent or dissent to corporate action in writing without a meeting may
authorize another person or persons to act for him by a written proxy, signed by
the stockholder and filed with the secretary of the corporation, 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 proxy shall be deemed signed if the
stockholder's name is placed on the proxy (whether by manual signature,
typewriting, telegraphic transmission 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(c) of the General Corporation Law of Delaware.

     2.13 LIST OF STOCKHOLDERS ENTITLED TO VOTE

     The officer who has charge of the stock ledger of a 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.

                                       -6-
<PAGE>


                             ARTICLE III

                              DIRECTORS

     3.1  POWERS

     Subject to the provisions of the General Corporation Law of Delaware and
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.

     3.2  NUMBER OF DIRECTORS

     The authorized number of directors shall be seven (7).  This number may be
changed by a duly adopted amendment to the certificate of incorporation or by an
amendment to this bylaw adopted by the vote or written consent of the holders of
a majority of the stock issued and outstanding and entitled to vote or by
resolution of a majority of the board of directors.

     No reduction of the authorized number of directors shall have the effect of
removing any director before that director's term of office expires.

     3.3  ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS

     Except as provided in Section 3.4 of these bylaws, directors shall hold
office until the expiration of the term for which elected.  Directors need not
be stockholders unless so required by the certificate of incorporation or these
bylaws, wherein other qualifications for directors may be prescribed.  Each
director, including a director elected to fill a vacancy, shall hold office
until his successor is elected and qualified or until his earlier resignation or
removal.

     Effective as of the date of the first regularly-scheduled annual meeting 
of the stockholders following the closing date of this corporation's initial 
public offering (the "Closing Date"), the directors of the corporation shall 
be divided into three classes as nearly equal in size as is practicable, 
hereby designated Class I, Class II and Class III.  The term of office of the 
initial Class I directors shall expire at the second annual meeting of the 
stockholders following the Closing Date, the term of office of the initial 
Class II directors shall expire at the third annual meeting of the 
stockholders following the Closing Date and the term of office of the initial 
Class III directors shall expire at the fourth annual meeting of the 
stockholders following the Closing Date.  At each annual meeting of 
stockholders, commencing with the second regularly-scheduled annual meeting 
of stockholders following the Closing Date, each of the successors elected to 
replace the directors of a Class whose term shall have expired at such annual 
meeting shall be elected to hold office until the third annual meeting next 
succeeding his or her election and until his or her respective successor 
shall have been 

                                       -7-
<PAGE>

duly elected and qualified.  If the number of directors is hereafter changed, 
any newly created directorships or decrease in directorships shall be so 
apportioned among the classes as to make all classes as nearly equal in 
number as is practicable, provided that no decrease in the number of 
directors constituting the board of directors shall shorten the term of any 
incumbent director.

     Elections of directors need not be by written ballot.

     3.4  RESIGNATION AND VACANCIES

          (a)  Any director may resign at any time upon written notice to the
corporation.  When one or more directors so resigns and the resignation is
effective at a future date, unless otherwise provided in the certificate of
incorporation, a majority of the directors then in office, including those who
have so resigned, shall have power to fill such vacancy or vacancies, the vote
thereon to take effect when such resignation or resignations shall become
effective, and each director so chosen shall hold office as provided in this
section in the filling of other vacancies.

          (b)  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.

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

          (d)  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 

                                       -8-
<PAGE>

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  PLACE OF MEETINGS; MEETINGS BY TELEPHONE

     The board of directors of the corporation may hold meetings, both regular
and special, either within or outside the State of Delaware.

     Unless otherwise restricted by the certificate of incorporation or these
bylaws, members of the board of directors, or any committee designated by the
board of directors, may participate in a meeting of the board of directors, or
any committee, by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and such participation in a meeting shall constitute presence in
person at the meeting.

     3.6  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 and no notice of such meeting shall be necessary to the newly
elected directors in order legally to constitute the meeting, provided a quorum
shall be present. 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.

     3.7  REGULAR MEETINGS

     Regular meetings 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 the
board.

     3.8  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 (2) 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 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 or by 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

                                       -9-
<PAGE>

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.

     3.9  QUORUM

     At all meetings of the board of directors, a majority of the authorized
number of directors shall constitute a quorum for the transaction of business
and the act of a majority of the directors present at any meeting at which there
is a quorum shall be the act of the board of directors, except as may be
otherwise specifically provided by statute, or by the certificate of
incorporation or in these bylaws.  If a quorum is not present at any meeting of
the board of directors, then the directors present thereat may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum is present.

     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 required quorum for that meeting.

     3.10 WAIVER OF NOTICE

     Whenever notice is required to be given under any provision of the General
Corporation Law of Delaware or of the certificate of incorporation or these
bylaws, a written waiver thereof, signed by the person entitled to notice,
whether before or after the time stated therein, shall be deemed equivalent to
notice.  Attendance of a person at a meeting shall constitute a waiver of notice
of such meeting, except when the person attends a meeting for the express
purpose of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened.  Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the directors, or members of a committee of directors, need be specified in
any written waiver of notice unless so required by the certificate of
incorporation or these bylaws.

     3.11 ADJOURNED MEETING; NOTICE

     If a quorum is not present at any meeting of the board of directors, then
the directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum is present.

     3.12 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING

     Unless otherwise restricted by the certificate of incorporation or these 
bylaws, 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 

                                       -10-
<PAGE>

be, consent thereto in writing and the writing or writings are filed with the 
minutes of proceedings of the board or committee.

     3.13 FEES AND COMPENSATION OF DIRECTORS

     Unless otherwise restricted by the certificate of incorporation or these
bylaws, the board of directors shall have the authority to fix the compensation
of directors.

     3.14 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 of its
subsidiary, including any officer or employee who is a director of the
corporation or its subsidiary, 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 in this section contained shall be deemed to
deny, limit or restrict the powers of guaranty or warranty of the corporation at
common law or under any statute.

     3.15 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
only for cause by the holders of a majority of the shares then entitled to vote
at an election of directors.

     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.


                             ARTICLE IV

                             COMMITTEES


     4.1  COMMITTEES OF DIRECTORS

     The board of directors may, by resolution passed by a majority of the whole
board, designate one or more committees, with each committee to consist of one
or more of the directors of the corporation.  The board 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.  In the absence or
disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he, she
or they constitute a quorum, may unanimously appoint another member of the board
of directors to act at the meeting in the place of 

                                       -11-
<PAGE>

any such absent or disqualified member.  Any such committee, to the extent 
provided in the resolution of the board of directors or in the bylaws of the 
corporation, shall have and may exercise all the powers and authority of the 
board of directors in the management of the business and affairs of the 
corporation, and may authorize the seal of the corporation to be affixed to 
all papers that may require it; 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 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 
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  COMMITTEE MINUTES

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

     4.3  MEETINGS AND ACTION OF COMMITTEES

     Meetings and actions of committees shall be governed by, and held and taken
in accordance with, the provisions of Article III of these bylaws, Section 3.5
(place of meetings and meetings by telephone), Section 3.7 (regular meetings),
Section 3.8 (special meetings and notice), Section 3.9 (quorum), Section 3.10
(waiver of notice), Section 3.11 (adjournment and notice of adjournment), and
Section 3.12 (action without a 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 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.

                                       -12-
<PAGE>

                              ARTICLE V

                              OFFICERS


     5.1  OFFICERS

     The officers of the corporation shall be a president, one or more vice
presidents, 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 assistant vice presidents, assistant secretaries and any 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.

     5.2  ELECTION OF OFFICERS

     The officers of the corporation, except such officers as may be appointed
in accordance with the provisions of Sections 5.3 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.

     5.3  SUBORDINATE OFFICERS

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

     5.4  REMOVAL AND RESIGNATION OF OFFICERS

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

     Any 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 officer is a
party.

                                       -13-
<PAGE>

     5.5  VACANCIES IN OFFICES

     Any vacancy occurring in any office of the corporation shall be filled by
the board of directors.

     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 and perform
such other powers and 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 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  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 shareholders 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 duties as may be prescribed by the board of directors or these
bylaws.

     5.8  VICE PRESIDENT

     In the absence or disability of the president, 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 directors, committees
of directors, and shareholders.  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 shareholders'
meetings, and the proceedings thereof.

                                       -14-
<PAGE>

     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 shareholders
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 shareholders and of the board of directors required to be given by law or by
these bylaws.  He or she shall keep the 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.

     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
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, or, if there is more than one, the assistant
secretaries in the order determined by the stockholders or 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 or the stockholders 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 

                                       -15-
<PAGE>

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.

     5.13 AUTHORITY AND DUTIES OF OFFICERS

     In addition to the foregoing authority and duties, all officers of the
corporation shall respectively have such authority 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 or the stockholders.


                             ARTICLE VI

                             INDEMNITY


     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, indemnify each of its directors and
officers against expenses (including attorneys' fees), judgments, fines,
settlements, and other amounts actually and reasonably incurred in connection
with any proceeding, arising by reason of the fact that such person is or was an
agent of the corporation.  For purposes of this Section 6.1, a "director" or
"officer" of the corporation includes any person (i) who is or was a director or
officer of the corporation or any subsidiary, (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.

     6.2  INDEMNIFICATION OF OTHERS

     The corporation shall have the power, to the extent and in the manner 
permitted by the General Corporation Law of Delaware, to indemnify each of 
its employees and agents (other than directors and officers) against expenses 
(including attorneys' fees), judgments, fines, settlements, and other amounts 
actually and reasonably incurred in connection with any proceeding, arising 
by reason of the fact that such person is or was an agent of the corporation. 
 For purposes of this Section 6.2, an "employee" or "agent" of the 
corporation (other than a director or officer) includes 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 

                                       -16-
<PAGE>

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
shareholders listing their names and addresses and the number and class of
shares held by each shareholder, a copy of these bylaws as amended to date,
accounting books and other 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 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 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.

     The officer who has charge of the stock ledger of a 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 

                                       -17-
<PAGE>

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.

     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. The Court of
Chancery is hereby vested with the exclusive jurisdiction to determine whether a
director is entitled to the inspection sought. The Court may summarily order the
corporation to permit the director to inspect any and all books and records, the
stock ledger, and the stock list and to make copies or extracts therefrom.  The
Court may, in its discretion, prescribe any limitations or conditions with
reference to the inspection, or award such other and further relief as the Court
may deem just and proper.

     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, the president, any vice president, the
treasurer, the secretary or 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 any other corporation
or corporations standing in the name of this corporation.  The authority granted
herein 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.


                            ARTICLE VIII

                           GENERAL MATTERS


     8.1  CHECKS

     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.

                                       -18-
<PAGE>

     8.2  EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS

     The board of directors, except as otherwise provided in these bylaws, may
authorize 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 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.

     8.3  STOCK CERTIFICATES; PARTLY PAID SHARES

     The shares of a 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 were such officer, transfer agent or
registrar at the date of issue.

     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, 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.

     8.4  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 

                                       -19-
<PAGE>

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.

     8.5  LOST CERTIFICATES

     Except as provided in this Section 8.5, 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 corporation
may issue a new certificate of stock or uncertificated shares in the place of
any certificate theretofore issued by it, alleged to have been lost, stolen or
destroyed, and the corporation may require the owner of the lost, stolen or
destroyed certificate, or his legal representative, to give the corporation a
bond sufficient to indemnify it against any claim that may be made against it on
account of the alleged loss, theft or destruction of any such certificate or the
issuance of such new certificate or uncertificated shares.

     8.6  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, the singular number includes the plural, the plural number
includes the singular, and the term "person" includes both a corporation and a
natural person.

     8.7  DIVIDENDS

     The directors of the corporation, subject to any restrictions contained in
the certificate of incorporation, may declare and pay dividends upon the shares
of its capital stock pursuant to the General Corporation Law of Delaware. 
Dividends may be paid in cash, in property, or in shares of the corporation's
capital stock.

     The directors of the corporation may set apart out of any of the funds of
the corporation available for dividends a reserve or reserves for any proper
purpose and may abolish any such reserve. Such purposes shall include but not be
limited to equalizing dividends, repairing or maintaining any property of the
corporation, and meeting contingencies.

     8.8  FISCAL YEAR

     The fiscal year of the corporation shall be fixed by resolution of the
board of directors and may be changed by the board of directors.

                                       -20-
<PAGE>

     8.9  SEAL

     The corporate seal shall have the name of the corporation inscribed thereon
and shall be in such form as may be approved from time to time by the board of
directors.

     8.10 TRANSFER OF STOCK

     Upon surrender to the corporation or the transfer agent of the corporation
of a certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignation 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 in its books.

     8.11 STOCK TRANSFER AGREEMENTS

     The corporation shall have power to enter into and perform any agreement
with any number of stockholders of any one or more classes of stock of the
corporation to restrict the transfer of shares of stock of the corporation of
any one or more classes owned by such stockholders in any manner not prohibited
by the General Corporation Law of Delaware.

     8.12 REGISTERED STOCKHOLDERS

     The corporation shall be entitled to recognize the exclusive right of a
person registered on its books as the owner of shares to receive dividends and
to vote as such owner, shall be entitled to hold liable for calls and
assessments the person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of another person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.


                             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.

                                       -21-
<PAGE>

                              ARTICLE X

                             DISSOLUTION


     If it should be deemed advisable in the judgment of the board of directors
of the corporation that the corporation should be dissolved, the board, after
the adoption of a resolution to that effect by a majority of the whole board at
any meeting called for that purpose, shall cause notice to be mailed to each
stockholder entitled to vote thereon of the adoption of the resolution and of a
meeting of stockholders to take action upon the resolution.

     At the meeting a vote shall be taken for and against the proposed 
dissolution.  If a majority of the outstanding stock of the corporation 
entitled to vote thereon votes for the proposed dissolution, then a 
certificate stating that the dissolution has been authorized in accordance 
with the provisions of Section 275 of the General Corporation Law of Delaware 
and setting forth the names and residences of the directors and officers 
shall be executed, acknowledged, and filed and shall become effective in 
accordance with Section 103 of the General Corporation Law of Delaware.  Upon 
such certificate's becoming effective in accordance with Section 103 of the 
General Corporation Law of Delaware, the corporation shall be dissolved.

     Whenever all the stockholders entitled to vote on a dissolution consent in
writing, either in person or by duly authorized attorney, to a dissolution, no
meeting of directors or stockholders shall be necessary.  The consent shall be
filed and shall become effective in accordance with Section 103 of the General
Corporation Law of Delaware.  Upon such consent's becoming effective in
accordance with Section 103 of the General Corporation Law of Delaware, the
corporation shall be dissolved.  If the consent is signed by an attorney, then
the original power of attorney or a photocopy thereof shall be attached to and
filed with the consent.  The consent filed with the Secretary of State shall
have attached to it the affidavit of the secretary or some other officer of the
corporation stating that the consent has been signed by or on behalf of all the
stockholders entitled to vote on a dissolution; in addition, there shall be
attached to the consent a certification by the secretary or some other officer
of the corporation setting forth the names and residences of the directors and
officers of the corporation.


                             ARTICLE XI

                              CUSTODIAN


     11.1 APPOINTMENT OF A CUSTODIAN IN CERTAIN CASES

     The Court of Chancery, upon application of any stockholder, may appoint one
or more persons to be custodians and, if the corporation is insolvent, to be
receivers, of and for the corporation when:

                                       -22-
<PAGE>

          (a)  at any meeting held for the election of directors the
stockholders are so divided that they have failed to elect successors to
directors whose terms have expired or would have expired upon qualification of
their successors; or

          (b)  the business of the corporation is suffering or is threatened
with irreparable injury because the directors are so divided respecting the
management of the affairs of the corporation that the required vote for action
by the board of directors cannot be obtained and the stockholders are unable to
terminate this division; or

          (c)  the corporation has abandoned its business and has failed within
a reasonable time to take steps to dissolve, liquidate or distribute its assets.

     11.2 DUTIES OF CUSTODIAN

     The custodian shall have all the powers and title of a receiver appointed
under Section 291 of the General Corporation Law of Delaware, but the authority
of the custodian shall be to continue the business of the corporation and not to
liquidate its affairs and distribute its assets, except when the Court of
Chancery otherwise orders and except in cases arising under Sections 226(a)(3)
or 352(a)(2) of the General Corporation Law of Delaware.

                                       -23-
<PAGE>

                           CERTIFICATE OF 
                     THE ASSISTANT SECRETARY OF
                         SUMMIT DESIGN, INC.
                                  


     I, Steven V. Bernard, being the duly elected and acting Assistant Secretary
of Summit Design, Inc. (the "Company"), do hereby certify that the following is
a true and correct copy of a resolution of the Company adopted by the Board of
Directors on April 16, 1997, and that such resolution has not been amended or
rescinded, and is now in full force and effect:

     RESOLVED: That the Board of Directors hereby approves the amendment and
     restatement of Section 3.2 of the Company's Amended and Restated Bylaws, in
     substantially the form attached hereto as EXHIBIT A, with such changes as
     the officers deem appropriate in consultation with legal counsel, to
     decrease the number of authorized directors from seven (7) to five (5),
     effective concurrently with the election of directors at the 1997 Annual
     Meeting of Stockholders. 

     IN WITNESS WHEREOF, I have hereunto subscribed my name.  



DATE:  April 28, 1997                      /s/ Steven V. Bernard                
                                        ----------------------------------------
                                               Steven V. Bernard
                                               Assistant Secretary
<PAGE>

                              EXHIBIT A
                                  
That Section 3.2 of Article III of the Amended and Restated Bylaws be amended
and restated to read as follows:

     "Section 3.2  NUMBER OF DIRECTORS.  The authorized number of directors
     shall be five (5).  This number may be changed by a duly adopted amendment
     to the certificate of incorporation or by an amendment to this bylaw
     adopted by the vote or written consent of the holders of a majority of the
     stock issued and outstanding and entitled to vote or by resolution of a
     majority of the board of directors.

     No reduction of the authorized number of directors shall have the effect of
     removing any director before that director's term expires."