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                                                                     Exhibit 3.1

                              AMENDED AND RESTATED

                                     BY-LAWS

                                       OF

                                   ATARI, INC.

                (AS CONFORMED TO INCLUDE AMENDMENTS SET FORTH IN
           AMENDMENT NO. 1 TO THE AMENDED AND RESTATED BYLAWS, DATED
                 NOVEMBER 21, 2003, AND TO REFLECT NAME CHANGE)

                                    ARTICLE I

                                  Stockholders

         SECTION 1. Annual Meeting. The annual meeting of stockholders shall be
held at the hour, date and place within or without the United States which is
fixed by the Board of Directors or an officer designated by the Board of
Directors, which time, date and place may subsequently be changed at any time by
vote of the Board of Directors. If no annual meeting has been held for a period
of thirteen months after the Corporation's last annual meeting of stockholders,
a special meeting in lieu thereof may be held if called as provided in these
By-Laws, and such special meeting shall have, for the purposes of these By-Laws
or otherwise, all the force and effect of an annual meeting. Any and all
references hereafter in these By-Laws to an annual meeting or annual meetings
also shall be deemed to refer to any special meeting(s) in lieu thereof.

         SECTION 2. Matters to be Considered at Annual Meetings. At any annual
meeting of stockholders or any special meeting in lieu of annual meeting of
stockholders (the "Annual Meeting"), only such business shall be conducted, and

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only such proposals shall be acted upon as shall have been properly brought
before such Annual Meeting. To be considered as properly brought before an
Annual Meeting, business must be: (a) specified in the notice of meeting, (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 any
holder of record (both as of the time notice of such proposal is given by the
stockholder as set forth below and as of the record date for the Annual Meeting
in question) of any shares of capital stock of the Corporation entitled to vote
at such Annual Meeting on such business who complies with the requirements set
forth in this Section 2.

            In addition to any other applicable requirements, for business to be
properly brought before an Annual Meeting by a stockholder of record of any
shares of capital stock entitled to vote at such Annual Meeting, such
stockholder shall: (i) give timely notice as required by this Section 2 to the
Secretary of the Corporation, and (ii) be present at such meeting, either in
person or by a representative. For the first Annual Meeting following the
initial public offering of common stock of the Corporation, a stockholder's
notice shall be timely if delivered to, or mailed to and received by, the
Corporation at its principal executive office not later than the close of
business on the later of (A) the 75th day prior to the scheduled date of such
Annual Meeting or (B) the 15th day following the day on which public
announcement of the date of such Annual Meeting is first made by the
Corporation. For all subsequent Annual Meetings, a stockholder's notice shall be
timely if delivered to, or mailed to and received by, the Corporation at its
principal executive office not less than 75 days nor more than 120

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days prior to the anniversary date of the immediately preceding Annual Meeting
(the "Anniversary Date"); provided, however, that in the event the Annual
Meeting is scheduled to be held on a date more than 30 days before the
Anniversary Date or more than 60 days after the Anniversary Date, a
stockholder's notice shall be timely if delivered to, or mailed to and received
by, the Corporation at its principal executive office not later than the close
of business on the later of (A) the 75th day prior to the scheduled date of such
Annual Meeting, or (B) the 15th day following the day on which public
announcement of the date of such Annual Meeting is first made by the
Corporation.

            For purposes of these By-Laws, "public announcement" shall mean: (i)
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or comparable national news service, (ii) a report or other document filed
publicly with the Securities and Exchange Commission (including, without
limitation, a Form 8-K), or (iii) a letter or report sent to stockholders of
record of the Corporation at the close of business on the day of the mailing of
such letter or report.

            A stockholder's notice to the Secretary shall set forth as to each
matter proposed to be brought before an Annual Meeting: (i) a brief description
of the business the stockholder desires to bring before such Annual Meeting and
the reasons for conducting such business at such Annual Meeting, (ii) the name
and address, as they appear on the Corporation's stock transfer books, of the
stockholder proposing such business, (iii) the class and number of shares of the
Corporation's capital stock beneficially owned by the stockholder proposing such

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business, (iv) the names and addresses of the beneficial owners, if any, of any
capital stock of the Corporation registered in such stockholder's name on such
books, and the class and number of shares of the Corporation's capital stock
beneficially owned by such beneficial owners, (v) the names and addresses of
other stockholders known by the stockholder proposing such business to support
such proposal, and the class and number of shares of the Corporation's capital
stock beneficially owned by such other stockholders, and (vi) any material
interest of the stockholder proposing to bring such business before such meeting
(or any other stockholders known to be supporting such proposal) in such
proposal.

            If the Board of Directors or a designated committee thereof
determines that any stockholder proposal was not made in a timely fashion in
accordance with the provisions of this Section 2 or that the information
provided in a stockholder's notice does not satisfy the information requirements
of this Section 2 in any material respect, such proposal shall not be presented
for action at the Annual Meeting in question. If neither the Board of Directors
nor such committee makes a determination as to the validity of any stockholder
proposal in the manner set forth above, the presiding officer of the Annual
Meeting shall determine whether the stockholder proposal was made in accordance
with the terms of this Section 2. If the presiding officer determines that any
stockholder proposal was not made in a timely fashion in accordance with the
provisions of this Section 2 or that the information provided in a stockholder's
notice does not satisfy the information requirements of this Section 2 in any
material respect, such proposal shall not be presented for action at the Annual
Meeting in question. If the Board of Directors, a designated

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committee thereof or the presiding officer determines that a stockholder
proposal was made in accordance with the requirements of this Section 2, the
presiding officer shall so declare at the Annual Meeting and ballots shall be
provided for use at the meeting with respect to such proposal.

            Notwithstanding the foregoing provisions of these By-Laws, a
stockholder shall also comply with all applicable requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and
regulations thereunder with respect to the matters set forth in this By-Law, and
nothing in this By-Law shall be deemed to affect any rights of stockholders to
request inclusion of proposals in the Corporation's proxy statement, or the
Corporation's right to refuse inclusion thereof, pursuant to Rule 14a-8 under
the Exchange Act.

            SECTION 3. Special Meetings. Except as otherwise required by law and
subject to the rights, if any, of the holders of any one or more series of
preferred stock, special meetings of the stockholders of the Corporation may be
called only by the Chairman of the Board, the President of the Corporation or
the Board of Directors pursuant to a resolution approved by the affirmative vote
of a majority of the Directors then in office.

            SECTION 4. Matters to be Considered at Special Meetings. Only those
matters set forth in the notice of the special meeting may be considered or
acted upon at a special meeting of stockholders of the Corporation, unless
otherwise provided by law.

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            SECTION 5. Notice of Meetings; Adjournments. A written notice of all
Annual Meetings stating the hour, date and place of such Annual Meetings shall
be given by the Secretary (or other person authorized by these By-Laws or by
law) not less than 10 days nor more than 60 days before the Annual Meeting, to
each stockholder entitled to vote thereat and to each stockholder who, by law or
under the Amended and Restated Certificate of Incorporation of the Corporation
("Certificate of Incorporation") or under these By-Laws, is entitled to such
notice, by delivering such notice to him or by mailing it, postage prepaid,
addressed to such stockholder at the address of such stockholder as it appears
on the Corporation's stock transfer books. Such notice shall be deemed to be
delivered when hand delivered to such address or deposited in the mail so
addressed, with postage prepaid.

            Notice of all special meetings of stockholders shall be given in the
same manner as provided for Annual Meetings, except that the written notice of
all special meetings shall state the purpose or purposes for which the meeting
has been called.

            Notice of an Annual Meeting or special meeting of stockholders need
not be given to a stockholder if a written waiver of notice is signed before or
after such meeting by such stockholder or if such stockholder attends such
meeting, unless such attendance was for the express purpose of objecting at the
beginning of the meeting to the transaction of any business because the meeting
was not lawfully called or convened. Neither the business to be transacted at,
nor the purpose of, any

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Annual Meeting or special meeting of stockholders need be specified in any
written waiver of notice.

            The Board of Directors may postpone and reschedule any previously
scheduled Annual Meeting or special meeting of stockholders and any record date
with respect thereto, regardless of whether any notice or public disclosure with
respect to any such meeting has been sent or made pursuant to Section 2 of this
Article I or Section 3 of Article II of these By-Laws or otherwise. In no event
shall the public announcement of an adjournment, postponement or rescheduling of
any previously scheduled meeting of stockholders commence a new time period for
the giving of a stockholder's notice under Section 2 of this Article I or
Section 3 of Article II of these By-Laws.

            When any meeting is convened, the presiding officer may adjourn the
meeting if (a) no quorum is present for the transaction of business, (b) the
Board of Directors determines that adjournment is necessary or appropriate to
enable the stockholders to consider fully information which the Board of
Directors determines has not been made sufficiently or timely available to
stockholders, or (c) the Board of Directors determines that adjournment is
otherwise in the best interests of the Corporation. When any Annual Meeting or
special meeting of stockholders is adjourned to another hour, date or place,
notice need not be given of the adjourned meeting other than an announcement at
the meeting at which the adjournment is taken of the hour, date and place to
which the meeting is adjourned, provided, however, that if the adjournment is
for more than 30 days, or if after the adjournment a new record date is fixed
for the adjourned meeting, notice of the

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adjourned meeting shall be given to each stockholder of record entitled to vote
thereat and each stockholder who, by law or under the Corporation's Amended and
Restated Certificate of Incorporation or these By-Laws, is entitled to such
notice.

            SECTION 6. Quorum. The holders of shares of voting stock
representing a majority of the voting power of the outstanding shares of voting
stock issued, outstanding and entitled to vote at a meeting of stockholders,
represented in person or by proxy at such meeting, shall constitute a quorum;
but if less than a quorum is present at a meeting, the holders of voting stock
representing a majority of the voting power present at the meeting or the
presiding officer may adjourn the meeting from time to time, and the meeting may
be held as adjourned without further notice, except as provided in Section 5 of
this Article I. At such adjourned meeting at which a quorum is present, any
business may be transacted which might have been transacted at the meeting as
originally noticed. The stockholders present at a duly constituted meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough stockholders to leave less than a quorum.

            SECTION 7. Voting and Proxies. Stockholders shall have one vote for
each share of stock entitled to vote owned by them of record according to the
books of the Corporation, unless otherwise provided by law or by the Certificate
of Incorporation. Stockholders may vote either in person or by written proxy,
but no proxy shall be voted or acted upon after three years from its date,
unless the proxy provides for a longer period. Proxies shall be filed with the
Secretary of the meeting

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before being voted. Except as otherwise limited therein or as otherwise provided
by law, proxies shall entitle the persons authorized thereby to vote at any
adjournment of such meeting. A proxy with respect to stock held in the name of
two or more persons shall be valid if executed by or on behalf of any one of
them unless at or prior to the exercise of the proxy the Corporation receives a
specific written notice to the contrary from any one of them. A proxy purporting
to be executed by or on behalf of a stockholder shall be deemed valid, and the
burden of proving invalidity shall rest on the challenger.

            SECTION 8. Action at Meeting. When a quorum is present, any matter
before any meeting of stockholders shall be decided by the vote of a majority of
the voting power of shares of voting stock, present in person or represented by
proxy at such meeting and entitled to vote on such matter, except where a larger
vote is required by law, by the Certificate of Incorporation or by these
By-Laws. Any election by stockholders shall be determined by a plurality of the
votes cast, except where a larger vote is required by law, by the Certificate of
Incorporation or by these By-Laws. The Corporation shall not directly or
indirectly vote any shares of its own stock; provided, however, that the
Corporation may vote shares which it holds in a fiduciary capacity to the extent
permitted by law.

            SECTION 9. Stockholder Lists. The Secretary (or the Corporation's
transfer agent or other person authorized by these By-Laws or by law) shall
prepare and make, at least 10 days before every Annual Meeting or special
meeting of

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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
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 hour, date and place of the
meeting during the whole time thereof, and may be inspected by any stockholder
who is present.

            SECTION 10. Presiding Officer. The Chairman of the Board or, in his
absence, such other officer as shall be designated by the Board of Directors
shall preside at all Annual Meetings or special meetings of stockholders and
shall have the power, among other things, to adjourn such meeting at any time
and from time to time, subject to Sections 5 and 6 of this Article I. The order
of business and all other matters of procedure at any meeting of the
stockholders shall be determined by the presiding officer.

            SECTION 11. Voting Procedures and Inspectors of Elections. The
Corporation shall, in advance of, or at, any meeting of stockholders, appoint
one or more inspectors to act at the meeting and make a written report thereof.
The Corporation may designate one or more persons as alternate inspectors to
replace

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any inspector who fails to act. If no inspector or alternate is able to act at a
meeting of stockholders, the presiding officer shall appoint one or more
inspectors to act at the meeting. Any inspector may, but need not, be an
officer, employee or agent of the Corporation. Each inspector, before entering
upon the discharge of his duties, shall take and sign an oath faithfully to
execute the duties of inspector with strict impartiality and according to the
best of his or her ability. The inspectors shall perform such duties as are
required by the General Corporation Law of the State of Delaware, as amended
from time to time, including the counting of all votes and ballots. The
inspectors may appoint or retain other persons or entities to assist the
inspectors in the performance of the duties of the inspectors. The presiding
officer may review all determinations made by the inspector(s), and in so doing
the presiding officer shall be entitled to exercise his or her sole judgment and
discretion and he or she shall not be bound by any determinations made by the
inspector(s). All determinations by the inspector(s) and, if applicable, the
presiding officer shall be subject to further review by any court of competent
jurisdiction.

                                   ARTICLE II

                                    Directors

         SECTION 1. Powers. The business and affairs of the Corporation shall be
managed by or at the direction of the Board of Directors except as otherwise
provided by the Certificate of Incorporation or required by law.

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            SECTION 2. Number and Terms. The number of Directors of the
Corporation shall not be less than 4 nor more than 15 (plus such number of
Directors, if any, who may be elected by the holders of any series of preferred
stock), and subject to such limits shall be fixed by resolution duly adopted
from time to time by the Board of Directors.

            The Directors, other than those who may be elected by the holders of
any series of preferred stock, shall be classified, with respect to the term for
which they severally hold office, into three classes, as nearly equal in number
as possible. One class of Directors shall be initially elected for a term
expiring at the Annual Meeting to be held in 1996, another class shall be
initially elected for a term expiring at the Annual Meeting to be held in 1997,
and another class shall be initially elected for a term expiring at the Annual
Meeting to be held in 1998. Members of each class shall hold office until their
successors are duly elected and qualified or until their earlier death,
disqualification, resignation or removal. At each succeeding Annual Meeting, the
successors of the class of Directors whose term expires at that meeting shall be
elected by a plurality vote of all votes cast at such meeting to hold office for
a term expiring at the Annual Meeting held in the third year following the year
of their election.

            SECTION 3. Director Nominations. Nominations of candidates for
election as Directors of the Corporation at any Annual Meeting may be made only
(a) by, or at the direction of, the Board of Directors or (b) by any holder of
record (both as of

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the time notice of such nomination is given by the stockholder as set forth
below and as of the record date for the Annual Meeting in question) of any
shares of the capital stock of the Corporation entitled to vote for the election
of Directors at such Annual Meeting who complies with the timing, informational
and other requirements set forth in this Section 3. Any stockholder who seeks to
make such a nomination or his representative must be present in person at the
Annual Meeting. Only persons nominated in accordance with the procedures set
forth in this Section 3 shall be eligible for election as Directors at an Annual
Meeting.

            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 as set forth in this Section 3. For the first
Annual Meeting following the initial public offering of the common stock of the
Corporation, a stockholder's notice shall be timely if delivered to, or mailed
to and received by, the Corporation at its principal executive office not later
than the close of business on the later of (A) the 75th day prior to the
scheduled date of such Annual Meeting or (B) the 15th day following the day on
which public announcement of the date of such Annual Meeting is first made by
the Corporation. For all subsequent Annual Meetings, a stockholder's notice
shall be timely if delivered to, or mailed to and received by, the Corporation
at its principal executive office not less than 75 days nor more than 120 days
prior to the Anniversary Date; provided, however, that in the event the Annual
Meeting is scheduled to be held on a date more than 30 days before the
Anniversary Date or more than 60 days after the Anniversary Date, a
stockholder's notice shall be timely if delivered to, or mailed and received by,
the Corporation at its principal

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executive office not later than the close of business on the later of (i) the
75th day prior to the scheduled date of such Annual Meeting or (ii) the 15th day
following the day on which public announcement of the date of such Annual
Meeting is first made by the Corporation.

            A stockholder's notice to the Secretary shall set forth as to each
person whom the stockholder proposes to nominate for election or re-election as
a Director: (i) the name, age, business address and residence address of such
person, (ii) the principal occupation or employment of such person, (iii) the
class and number of shares of the Corporation's capital stock which are
beneficially owned by such person on the date of such stockholder notice, (iv)
the consent of each nominee to serve as a Director if elected, and (v) such
information concerning such person as is required to be disclosed concerning a
nominee for election as Director of the Corporation pursuant to the rules and
regulations under the Exchange Act. A stockholder's notice to the Secretary
shall further set forth as to the stockholder giving such notice: (i) the name
and address, as they appear on the Corporation's stock transfer books, of such
stockholder and of the beneficial owners (if any) of the Corporation's capital
stock registered in such stockholder's name and the name and address of other
stockholders known by such stockholder to be supporting such nominee(s), (ii)
the class and number of shares of the Corporation's capital stock which are held
of record, beneficially owned or represented by proxy by such stockholder and by
any other stockholders known by such stockholder to be supporting such
nominee(s) on the record date for the Annual Meeting in question (if such date
shall then have been made publicly available) and on the date of such
stock-holder's notice, and (iii)

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a description of all arrangements or understandings between such stockholder and
each nominee and any other person or persons (naming such person or persons)
pursuant to which the nomination or nominations are to be made by such
stockholder or in connection therewith.

            If the Board of Directors or designated committee thereof determines
that any stockholder nomination was not timely made in accordance with the terms
of this Section 3 or that the information provided in a stockholder's notice
does not satisfy the informational requirements of this Section 3 in any
material respect, then such nomination shall not be considered at the Annual
Meeting in question. If neither the Board of Directors nor such committee makes
a determination as to whether a nomination was made in accordance with the
provisions of this Section 3, the presiding officer of the Annual Meeting shall
determine whether a nomination was made in accordance with such provisions. If
the presiding officer determines that any stockholder nomination was not timely
made in accordance with the terms of this Section 3 or that the information
provided in a stockholder's notice does not satisfy the informational
requirements of this Section 3 in any material respect, then such nomination
shall not be considered at the Annual Meeting in question. If the Board of
Directors, a designated committee thereof or the presiding officer determines
that a nomination was made in accordance with the terms of this Section 3, the
presiding officer shall so declare at the Annual Meeting and such nominee shall
be eligible for election at the meeting.

         No person shall be elected by the stockholders as a Director of the
Corporation unless nominated in accordance with the procedures set forth in this

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Section. Election of Directors at the Annual Meeting need not be by written
ballot, unless otherwise provided by the Board of Directors or the presiding
officer at such Annual Meeting. If written ballots are to be used, ballots
bearing the names of all the persons who have been nominated for election as
Directors at the Annual Meeting in accordance with the procedures set forth in
this Section shall be provided for use at the Annual Meeting.

         SECTION 4. Qualification. No Director need be a stockholder of the
Corporation.

            SECTION 5. Vacancies. Except as otherwise fixed pursuant to the
provisions of Article IV of the Certificate of Incorporation relating to the
rights of the holders of any one or more series of preferred stock to elect
Directors, any and all vacancies occurring on the Board of Directors, including,
without limitation, any vacancy created by reason of an increase in the number
of Directors, or resulting from death, resignation, disqualification, removal or
other causes, may be filled by the affirmative vote of a majority of the
remaining Directors then in office, even if such remaining Directors constitute
less than a quorum of the Board of Directors, or if such vacancy is not so
filled by the remaining Directors, by the stockholders of the Corporation. Any
Director appointed or elected in accordance with the preceding sentence shall
hold office for the remainder of the full term of the class of Directors in
which the new directorship was created or the vacancy occurred and until such
Director's successor shall have been duly elected and qualified or until his or
her

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earlier death, disqualification, resignation or removal. When the number of
Directors is increased or decreased, the Board of Directors shall determine the
class or classes to which the increased or decreased number of Directors shall
be apportioned; provided, however, that no decrease in the number of Directors
shall shorten the term of any incumbent Director unless such Director is removed
as permitted in the Certificate of Incorporation. In the event of a vacancy in
the Board of Directors, the remaining Directors, except as otherwise provided by
law, may exercise the powers of the full Board of Directors until the vacancy is
filled.

         SECTION 6. Removal. Directors may be removed from office in the manner
provided in the Certificate of Incorporation.

         SECTION 7. Resignation. A Director may resign at any time by giving
written notice to the Chairman of the Board, the President or the Secretary. A
resignation shall be effective upon receipt, unless the resignation otherwise
provides.

         SECTION 8. Regular Meetings. The regular annual meeting of the Board of
Directors shall be held, without notice other than this By-Law, on the same date
and at the same place as the Annual Meeting following the close of such meeting
of stockholders. Other regular meetings of the Board of Directors may be held at
such hour, date and place as the Board of Directors may by resolution from time
to time determine without notice other than such resolution.

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            SECTION 9. Special Meetings. Special meetings of the Board of
Directors may be called, orally or in writing, by or at the request of a
majority of the Directors then in office, the Chairman of the Board, the
President. The person calling any such special meeting of the Board of Directors
may fix the hour, date and place thereof.

            SECTION 10. Notice of Meetings. Notice of the hour, date and place
of all special meetings of the Board of Directors shall be given to each
Director by the Secretary or the person calling such meeting, or in case of the
death, absence, incapacity or refusal of such person, by the President or such
other officer as shall be designated by the Board of Directors. Notice of any
special meeting of the Board of Directors shall be given to each Director in
person, by telephone, or by telex, telecopy telegram, or other written form of
electronic communication, sent to his business or home address, at least 24
hours in advance of the meeting, or by written notice sent by next-day delivery
courier service to his business or home address, at least 48 hours in advance of
the meeting. Such notice shall be deemed to be delivered when hand delivered to
such address, read to such Director by telephone, deposited in the mail so
addressed, with postage thereon prepaid if mailed, dispatched or transmitted if
telexed or telecopied, or when delivered to the telegraph company if sent by
telegram.

            When any Board of Directors meeting, either regular or special, is
adjourned for 30 days or more, notice of the adjourned meeting shall be given as
in the case of an original meeting. It shall not be necessary to give any notice
of the hour, date or

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place of any meeting adjourned for less than 30 days or of the business to be
transacted thereat, other than an announcement at the meeting at which such
adjournment is taken of the hour, date and place to which the meeting is
adjourned.

            A written waiver of notice signed before or after a meeting by a
Director and filed with the records of the meeting shall be deemed to be
equivalent to notice of the meeting. The attendance of a Director at a meeting
shall constitute a waiver of notice of such meeting, except where a Director
attends a meeting for the express purpose of objecting at the beginning of the
meeting to the transaction of any business because such meeting is not lawfully
called or convened. Except as otherwise required by law, by the Certificate of
Incorporation or by these By-Laws, neither the business to be transacted at, nor
the purpose of, any meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting.

            SECTION 11. Quorum. At any meeting of the Board of Directors, a
majority of the Directors then in office (but in no event less than one-third of
the total number of Directors) shall constitute a quorum for the transaction of
business, but if less than a quorum is present at a meeting, a majority of the
Directors present may adjourn the meeting from time to time, and the meeting may
be held as adjourned without further notice, except as provided in Section 10 of
this Article II. Any business which might have been transacted at the meeting as
originally noticed may be transacted at such adjourned meeting at which a quorum
is present.

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            SECTION 12. Action at Meeting. At any meeting of the Board of
Directors at which a quorum is present, a majority of the Directors present may
take any action on behalf of the Board of Directors, unless otherwise required
by law, by the Certificate of Incorporation or by these By-Laws.

            SECTION 13. Action by Consent. Any action required or permitted to
be taken at any meeting of the Board of Directors may be taken without a meeting
if all members of the Board of Directors consent thereto in writing. Such
written consent shall be filed with the records of the meetings of the Board of
Directors and shall be treated for all purposes as a vote at a meeting of the
Board of Directors.

            SECTION 14. Manner of Participation. Directors may participate in
meetings of the Board of Directors by means of conference telephone or similar
communications equipment by means of which all Directors participating in the
meeting can hear each other, and participation in a meeting in accordance
herewith shall constitute presence in person at such meeting for purposes of
these By-Laws.

            SECTION 15. Committees. The Board of Directors, by a vote of a
majority of the Directors then in office, may (and, to the extent required by
law or by the rules of any governmental agency or any securities exchange or
securities quotation system on which securities of the Corporation are listed,
shall) elect from its number, one or more committees, including but not limited
to, an Executive Committee, a Compensation Committee, an Audit Committee and a
Nominations

                                       20
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Committee. To the extent required by law, or by the rules of any governmental
agency or any securities exchange or securities quotation system on which
securities of the Corporation are listed, the members of the Committee will be
entirely or partly independent directors, as that term is defined in the
applicable law or rules. The Board of Directors may (and to the extent required
by law or by the rules of any governmental agency or securities exchange or
securities quotation system on which securities of the Corporation are listed,
shall) delegate to those committees some or all of its powers except those which
by law, by the Certificate of Incorporation or by these By-Laws may not be
delegated. Except as the Board of Directors may otherwise determine, any such
committee may make rules for the conduct of its business, but unless otherwise
provided by the Board of Directors or in such rules, its business shall be
conducted so far as possible in the same manner as is provided by these By-Laws
for the Board of Directors. All members of such committee shall serve at the
pleasure of the Board of Directors. Except as required by law or the rules of
any governmental agency or any securities exchange or securities quotation
system on which securities of the corporation are listed, the Board of Directors
may abolish any such committee at any time. Any committee to which the Board of
Directors delegates any of its powers or duties shall keep records of its
meetings and shall report its action to the Board of Directors. The Board of
Directors shall have power to rescind any action of any committee, to the extent
permitted by law and not inconsistent with the rules of any governmental agency
or any securities exchange or securities quotation system on which securities of
the Corporation are listed, but no such rescission shall have retroactive
effect.

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<PAGE>

         SECTION 16. Related Party Transactions. The Corporation shall review
all related party transactions for potential conflict of interest situations on
an ongoing basis. All related party transactions must be approved by the Audit
Committee. A transaction will be a "related party transaction" if it, or a
series of transactions of which it is a part, is required to be disclosed
pursuant to Securities and Exchange Commission Regulation S-K, Item 404 or any
successor to that Item, or otherwise constitutes a related party transaction
under the rules of any securities exchange or securities quotation system on
which securities of the Corporation are listed. A related party transaction that
takes place in the ordinary course of the Corporation's or a subsidiary's
business will be deemed to have been approved by the Audit Committee if its
pricing and other material terms are in accordance with an agreement or
arrangement that has been approved by the Audit Committee

            SECTION 17. Compensation of Directors. Directors shall receive such
compensation for their services as shall be determined by a majority of the
Directors then in office provided that Directors who are serving the Corporation
as employees and who receive compensation for their services as such, shall not
receive any salary or other compensation for their services as Directors of the
Corporation.

                                   ARTICLE III

                                    Officers

            SECTION 1. Enumeration. The officers of the Corporation shall
consist of a Chairman of the Board, a President and Chief Executive Officer, a
Chief Financial

                                       22
<PAGE>

Officer, a Secretary and such other officers, including, without limitation, a
Chairman Emeritus of the Board of Directors, a Treasurer and one or more
Vice-Presidents (including Executive Vice Presidents or Senior Vice Presidents),
Assistant Vice Presidents, Assistant Treasurers and Assistant Secretaries, as
the Board of Directors may determine.

            SECTION 2. Election. At the regular annual meeting of the Board
following the annual meeting of stockholders, the Board of Directors shall elect
the Chairman of the Board, the President and Chief Executive Officer, the Chief
Financial Officer, the Treasurer and the Secretary. Other officers may be
elected by the Board of Directors at such regular annual meeting of the Board of
Directors or at any other regular or special meeting.

            SECTION 3. Qualification. No officer need be a stockholder or a
Director. Any person may occupy more than one office at the Corporation at any
time. Any officer may be required by the Board of Directors to give bond for the
faithful performance of his duties in such amount and with such sureties as the
Board of Directors may determine.

            SECTION 4. Tenure. Except as otherwise provided by the Certificate
of Incorporation or by these By-Laws, each of the officers of the Corporation
shall hold office until the regular annual meeting of the Board of Directors
following the

                                       23
<PAGE>

next Annual Meeting and until his successor is elected and qualified or until
his earlier death, disqualification, resignation or removal.

            SECTION 5. Resignation. Any officer may resign by delivering his or
her written resignation to the Corporation addressed to the President or the
Secretary, and such resignation shall be effective upon receipt unless it is
specified to be effective at some other time or upon the happening of some other
event.

            SECTION 6. Removal. Except as otherwise provided by law, the Board
of Directors may remove any officer with or without cause by the affirmative
vote of a majority of the Directors then in office.

            SECTION 7. Absence or Disability. In the event of the absence or
disability of any officer, the Board of Directors may designate another officer
to act temporarily in place of such absent or disabled officer.

         SECTION 8. Vacancies. Any vacancy in any office may be filled for the
unexpired portion of the term by the Board of Directors.

            SECTION 9. Chairman of the Board. The Chairman of the Board shall
preside at all meetings of the Board of Directors and of the stockholders at
which he shall be present and exercise and perform such powers and duties as
generally pertain to his office as well as such powers and duties as may be from
time to time assigned to him by the Board of Directors or prescribed by the
By-Laws.

                                       24
<PAGE>

            SECTION 10. President and Chief Executive Officer. Unless otherwise
provided by the Board of Directors or the Certificate of Incorporation, the
President and Chief Executive Officer of the Corporation shall, subject to the
direction of the Board of Directors, manage the affairs of the Corporation's
business and have general supervision and control of the Corporation's
day-to-day business activities. In the absence of the Chairman of the Board, the
President and Chief Executive Officer shall preside, when present, at all
meetings of stockholders and of the Board of Directors. The President and Chief
Executive Officer shall have such other powers and perform such other duties as
the Board of Directors may from time to time determine.

            SECTION 11. Chief Financial Officer. Unless otherwise provided by
the Board of Directors or the Certificate of Incorporation, the Chief Financial
Officer of the Corporation shall, subject to the direction of the Board of
Directors, have general charge of the financial affairs of the Corporation and
shall cause to be kept accurate books of account.

            SECTION 12. Vice Presidents and Assistant Vice Presidents. Any Vice
President (including any Executive Vice President or Senior Vice President) and
any Assistant Vice President shall have such powers and shall perform such
duties as the Board of Directors or the President and Chief Executive Officer
may from time to time designate.

                                       25
<PAGE>

            SECTION 13. Treasurer and Assistant Treasurers; Controller. The
Treasurer shall, subject to the direction of the Board of Directors and except
as the Board of Directors or the President and Chief Executive Officer may
otherwise provide, assist the Chief Financial Officer with the financial affairs
of the Corporation and the books of account. The Treasurer shall have custody of
all funds, securities, and valuable documents of the Corporation. He or she
shall have such other duties and powers as may be designated from time to time
by the Board of Directors or the President and Chief Executive Officer.

            Any Controller or Assistant Treasurer shall have such powers and
perform such duties as the Board of Directors or the President and Chief
Executive Officer may from time to time designate.

            SECTION 14. Secretary and Assistant Secretaries. The Secretary shall
record all the proceedings of the meetings of the stockholders and the Board of
Directors (including committees of the Board) in books kept for that purpose. In
his absence from any such meeting, a temporary secretary chosen at the meeting
shall record the proceedings thereof. The Secretary shall have charge of the
stock ledger (which may, however, be kept by any transfer or other agent of the
Corporation). The Secretary shall have custody of the seal of the Corporation,
and the Secretary, or an Assistant Secretary, shall have authority to affix it
to any instrument requiring it, and, when so affixed, the seal may be attested
by his or her signature or that of an Assistant Secretary. The Secretary shall
have such other duties and

                                       26
<PAGE>

powers as may be designated from time to time by the Board of Directors or the
President and Chief Executive Officer. In the absence of the Secretary, any
Assistant Secretary or any officer designated by the Board of Directors may
perform his duties and responsibilities.

            Any Assistant Secretary shall have such powers and perform such
duties as the Board of Directors or the President and Chief Executive Officer
may from time to time designate.

            SECTION 15. Other Powers and Duties. Subject to these By-Laws and to
such limitations and restrictions as the Board of Directors may from time to
time prescribe, the officers of the Corporation shall each have such powers and
duties as generally pertain to their respective offices, as well as such powers
and duties as from time to time may be conferred by the Board of Directors or
the President and Chief Executive Officer.

                                   ARTICLE IV

                                  Capital Stock

            SECTION 1. Certificates of Stock. Each stockholder shall be entitled
to a certificate of the capital stock of the Corporation in such form as may
from time to time be prescribed by the Board of Directors. Such certificate
shall be signed by the Chairman of the Board or the President and Chief
Executive Officer or a Vice President and by the Treasurer or the Secretary or
an Assistant Secretary. The

                                       27
<PAGE>

corporate seal and the signatures by Corporation officers, the transfer agent or
the registrar may be facsimiles. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed on such
certificate shall have 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 time
of its issue. Every certificate for shares of stock which are subject to any
restriction on transfer and every certificate issued when the Corporation is
authorized to issue more than one class or series of stock shall contain such
legend with respect thereto as is required by law.

            SECTION 2. Transfers. Subject to any restrictions on transfer and
unless otherwise provided by the Board of Directors, shares of stock may be
transferred only on the books of the Corporation by the surrender to the
Corporation or its transfer agent of the certificate theretofore properly
endorsed or accompanied by a written assignment or power of attorney properly
executed, with transfer stamps (if necessary) affixed, and with such proof of
the authenticity of signature as the Corporation or its transfer agent may
reasonably require.

            SECTION 3. Record Holders. Except as may otherwise be required by
law, by the Certificate of Incorporation or by these By-Laws, the Corporation
shall be entitled to treat the record holder of stock as shown on its books as
the owner of such stock for all purposes, including the payment of dividends and
the right to vote

                                       28
<PAGE>

with respect thereto, regardless of any transfer, pledge or other disposition of
such stock, until the shares have been transferred on the books of the
Corporation in accordance with the requirements of these By-Laws.

            It shall be the duty of each stockholder to notify the Corporation
of his or her post office address and any changes thereto.

            SECTION 4. Record Date. 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 receive payments 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 a record
date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board of Directors, and which record
date: (1) in the case of determination of stockholders entitled to vote at any
meeting of stockholders, shall, unless otherwise required by law, not be more
than sixty nor less than ten days before the date of such meeting, and (2) in
the case of any other action, shall not be more than sixty days prior to such
other action. If no record date is fixed: (1) 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 the
meeting is held, and (2) 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.

                                       29
<PAGE>

                                    ARTICLE V

                                 Indemnification

            Indemnification. The Corporation shall to the fullest extent
permitted by Delaware law, as in effect from time to time (but, in the case of
any amendment of the Delaware General Corporation Law, only to the extent that
such amendment permits the Corporation to provide broader indemnification rights
than said law permitted the Corporation to provide prior to such amendment),
indemnify each person who is or was a director or officer of the Corporation or
of any of its wholly-owned subsidiaries who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, or was or is involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (hereinafter a "proceeding"),
by reason of the fact that he or she is or was a director, officer, employee or
agent of the Corporation or of any of its subsidiaries, or is or was at any time
serving, at the request of the Corporation, any other corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise in any capacity,
against all expense, liability and loss (including, but not limited to,
attorneys' fees, judgments, fines, excise taxes or penalties with respect to any
employee benefit plan or otherwise, and amounts paid or to be paid in
settlement) incurred or suffered by such director or officer in connection with
such proceeding; provided, however, that, except as provided in Paragraph (e) of
Article Seventh of the Certificate of Incorporation of the Corporation, the
Corporation shall not be obligated to indemnify any person under this Article in
connection with

                                       30
<PAGE>

a proceeding (or part thereof) if such proceeding (or part thereof) was not
authorized by the Board of Directors of the Corporation and was initiated by
such person against (i) the Corporation or any of its subsidiaries, (ii) any
person who is or was a director, officer, employee or agent of the Corporation
or any of its subsidiaries and/or (iii) any person or entity which is or was
controlled, controlled by, or under common control with the Corporation or has
or had business relations with the Corporation or any of its subsidiaries.

            Subject to the Certificate of Incorporation, expenses incurred by a
Director or officer of the Corporation in defending a civil or criminal action,
suit or proceeding shall be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by
or on behalf of such Director or officer to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by the
Corporation. Such expenses incurred by other employees or agents of the
Corporation may be so paid upon such terms and conditions, if any, as the Board
of Directors deems appropriate.

            For purposes of this Article V, the term "Corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed by the Corporation in a
consolidation or merger; the term "other enterprise" shall include any
corporation, partnership, joint venture, limited liability company, trust or
employee benefit plan; service "at the request of the Corporation" shall include
service as a Director, officer or employee of the Corporation which imposes
duties on, or involves service by, such Director, officer or employee with
respect to an employee benefit plan, its

                                       31
<PAGE>

participants or beneficiaries; any excise taxes assessed on a person with
respect to an employee benefit plan shall be deemed to be indemnifiable
expenses; and action by a person with respect to any employee benefit plan which
such person reasonably believes to be in the interest of the participants and
beneficiaries of such plan shall be deemed to be action in or not opposed to the
best interests of the Corporation.

                                   ARTICLE VI

                            Miscellaneous Provisions

         SECTION 1. Fiscal Year. Except as otherwise determined by the Board of
Directors, the fiscal year of the Corporation shall end on the last day of
December of each year.

         SECTION 2. Seal. The Board of Directors shall have power to adopt and
alter the seal of the Corporation.

            SECTION 3. Execution of Instruments. All deeds, leases, transfers,
contracts, bonds, notes and other obligations to be entered into by the
Corporation in the ordinary course of its business without Board of Directors
action may be executed on behalf of the Corporation by the Chairman of the
Board, the President and Chief Executive Officer, the Chief Financial Officer,
any Executive Vice President, or any other officer, employee or agent of the
Corporation as the Board of Directors may authorize.

                                       32
<PAGE>

            SECTION 4. Voting of Securities. Unless the Board of Directors
otherwise provides, the Chairman of the Board, the President and Chief Executive
Officer or the Chief Financial Officer may waive notice of and act on behalf of
the Corporation, or appoint another person or persons to act as proxy or
attorney in fact for the Corporation with or without discretionary power and/or
power of substitution, at any meeting of securityholders or holders of any
interest in any corporation or other enterprise or organization, any of whose
securities or other interests therein are held by the Corporation.

            SECTION 5. Resident Agent. The Board of Directors may appoint a
resident agent upon whom legal process may be served in any action or proceeding
against the Corporation.

            SECTION 6. Corporate Records. The original or attested copies of the
Certificate of Incorporation, By-Laws and records of all meetings of the
incorporators, stockholders and the Board of Directors and the stock transfer
books, which shall contain the names of all stockholders, their record addresses
and the amount of stock held by each, may be kept outside the State of Delaware
and shall be kept at the principal office of the Corporation, at the office of
its counsel or at an office of its transfer agent or at such other place or
places as may be designated from time to time by the Board of Directors.

                                       33
<PAGE>

            SECTION 7. Certificate of Incorporation. All references in these
By-Laws to the Certificate of Incorporation shall be deemed to refer to the
Amended and Restated Certificate of Incorporation of the Corporation, as
amended, or amended and restated, and in effect from time to time (including all
certificates and other instruments which are filed with the Secretary of State
of the State of Delaware pursuant to the provisions of the Delaware General
Corporation Law and which have the effect of amending or supplementing in some
respect the Certificate of Incorporation of the Corporation).

            SECTION 8. Amendment of By-Laws.

            (a) Amendment by Directors. Except as provided otherwise by law,
these By-Laws may be amended or repealed or new By-Laws (not inconsistent with
any provision of law or the Certificate of Incorporation) may be adopted, by the
affirmative vote of a majority of the Directors then in office.

 (b) Amendment by Stockholders. These By-Laws may be amended or repealed at any
annual meeting of stockholders, or special meeting of stockholders called for
such purpose, by the affirmative vote of at least sixty percent (60%) of the
total votes eligible to be cast on such amendment or repeal by holders of voting
stock, voting together as a single class; provided, however, that if the Board
of Directors recommends that stockholders approve such amendment or repeal at
such meeting of stockholders, such amendment or repeal shall only require the
affirmative vote of a majority of the total votes eligible to be cast on such
amendment or repeal by holders of voting stock, voting

                                       34
<PAGE>

together as a single class.

                                       35