Exhibit 3.2
                                                Amended and Restated
                                           By-Laws of Andersen Group, Inc.
                                                As of April 18, 1997

I.       The  name of the Corporation is Andersen Group, Inc.

II.      All Stockholders' meetings shall be held within the State of 
         Connecticut.

III.     Meetings  of the  Stockholders  shall  be  held  at the  office  of the
         Corporation  in  Bloomfield or at such other place as the Directors may
         determine. The Annual Meeting of the Stockholders shall be held on such
         day in the  month  of June or July in each  year as the  Directors  may
         determine,  or in  default of such  determination  shall be held on the
         15th day of June, if not a legal holiday, and if a legal holiday,  then
         on the next succeeding business day.

IV.      Special meetings of the Stockholders may be called by the President and
         shall upon the written request of Stockholders holding one-tenth of the
         capital stock issued and  outstanding  be called by the  President.  In
         case of the  neglect or refusal of the  President  to call a meeting on
         such request,  the  Stockholder or  Stockholders so requesting may call
         the same.

V.       The property and affairs of the Corporation shall be managed by a Board
         of not less than three nor more than  thirteen  Directors,  who may but
         need not be  Stockholders  of the  Corporation.  The Directors shall be
         elected by ballot at the Annual Meeting and shall hold office until the
         next Annual  Meeting and until others are chosen and qualified in their
         stead.  The Board of  Directors  may exercise all such power and do all
         such things as may be exercised or done by the Corporation but subject,
         nevertheless,  to the  provisions of the statutes of the State,  of the
         Certificate of Incorporation and of these By-Laws.

VI.      At their First meeting  after the election of Directors,  the Directors
         shall elect from their number by ballot a President and shall appoint a
         Secretary  and a  Treasurer  and may from time to time elect or appoint
         such other  officers  as the Board shall deem  expedient  to hold their
         respective  offices  during the  pleasure of the Board.  The offices of
         President  and Treasurer and the offices of Secretary and Treasurer may
         be filled by the same person.

VII.     The duties of the officers of the Corporation shall be such as are 
         imposed by law and from time to time prescribed by the Directors.

VIII.    Meetings of the Directors may be called by the President or by any two 
         Directors at any time on reasonable notice to each Director.

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IX.      If the office of any  Director  or of any  officer  of the  Corporation
         becomes  vacant  by  reason of death,  resignation  or  otherwise,  the
         remaining  Directors or Director present at any meeting,  although less
         than a quorum, may by a majority vote, fill such vacancy, the person or
         persons so chosen or appointed to hold office for the unexpired portion
         of the term of his predecessor or predecessors.

X.       The seal of this Corporation shall bear the words "Andersen Group,Inc.
         Seal Connecticut", the imprint of said seal being shown in the margin 
         hereof.

XI.      A majority  of the  Directors  present at any regular or at any special
         meeting may alter,  amend or add to these By-Laws,  but no By-Law shall
         be adopted and no existing  By-Law shall be amended or replaced  unless
         written  notice of such  proposed  action  shall have been given in the
         Call for the meeting at which such adoption,  amendment or repeal is to
         be acted upon.

XII.     Regular transfer books shall be kept by the Secretary or his/her 
         delegate, and no transfer shall be permitted except upon said books by 
         the Stockholder in person, or by power of attorney executed by him for 
         that purpose. In order to determine the Shareholders entitled to
         notice of a Shareholders' meeting, to demand a special meeting, to vote
         or to take other action, the Board may fix a future date as the record 
         date;provided that the date selected may not be more than seventy (70) 
         days before the meeting or action requiring a determination of 
         Shareholders.If the Board fails to select a record date, the record 
         date shall be (i) the day before notice is sent or otherwise given to 
         Shareholders of an annual meeting or a special meeting called other 
         than by demand of the requisite number of Shareholders, (ii) the day 
         the first Shareholder signs a demand for any special meeting to be 
         held as a result of such demand; or (iii) the day the first 
         Shareholder signs a writing to take action without a meeting for any 
         Shareholder action to be so taken.

XIII.    Each Director and each officer shall be indemnified by the Corporation 
         against legal and other expenses reasonably incurred by him in 
         connection with the defense or reasonable settlement of any action, 
         suit or proceeding to which he may be a party by reason of his being or
         having been a Director or officer of the Corporation or of any other 
         corporation at least one-half of the voting stock of which is owned or 
         controlled by this Corporation and which he serves as Director or 
         officer at the request of this Corporation, except in relation to 
         matters as to which he shall be finally adjudged to be liable for 
         negligence or misconduct in the performance of his duty as such 
         Director of officer.  Such right of indemnification shall also extend 
         to persons who have previously served as Directors or officers and 
         shall not be exclusive of any other rights under any statute, by-laws,
         agreement, vote, resolution or rule of law.



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XIV.     Whenever  any notice is required to be given  under the  provisions  of
         these By-laws, or of the Certificate of Incorporation, or of any of the
         laws of the State of Connecticut,  a waiver thereof, in writing, signed
         by the person or persons  entitled to such  notice,  whether  before or
         after the time stated therein, shall be deemed equivalent thereto.

XV.      The Board of Directors,  by resolution  adopted by the affirmative vote
         of Directors holding a majority of the  Directorships,  at a meeting of
         which a quorum is  present,  may  designate  two or more  Directors  to
         constitute an Executive Committee or other committees, which committees
         shall  have  and may  exercise  all  such  authority  of the  Board  of
         Directors  as shall be  provided  in such  resolution,  subject  to the
         provisions  of  the  statutes  of  the  State  of  Connecticut,  of the
         Certificate of Incorporation, and of these By-laws.

XVI.     The holder of 33 1/3% of the  outstanding  shares of the common  voting
         stock shall  constitute a quorum at a meeting of the  Stockholders  for
         the transaction of any business.  The Stockholders  present may adjourn
         the meeting despite the absence of a quorum.