<PAGE>   1
                                                                     EXHIBIT 3.2

                              AMENDED AND RESTATED

                                     BY-LAWS

                                       OF

                          GT INTERACTIVE SOFTWARE CORP.

                          (AS AMENDED ON JULY 23,1998)



                                    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 ByLaws
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
<PAGE>   2
of annual meeting of stockholders (the "Annual Meeting"), only such business
shall be conducted, and 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


                                      - 2 -
<PAGE>   3
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 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.


                                      - 3 -
<PAGE>   4
            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
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


                                      - 4 -
<PAGE>   5
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 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


                                      - 5 -
<PAGE>   6
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.

            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


                                      - 6 -
<PAGE>   7
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 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


                                      - 7 -
<PAGE>   8
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 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.


                                      - 8 -
<PAGE>   9
            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 before being voted. Except as otherwise limited therein
or as otherwise provided by law, proxies shall entitle the persons authorized


                                      - 9 -
<PAGE>   10
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 stockholders, a


                                     - 10 -
<PAGE>   11
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


                                     - 11 -
<PAGE>   12
meeting and make a written report thereof. The Corporation may designate one or
more persons as alternate inspectors to replace 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


                                     - 12 -
<PAGE>   13
            SECTION 1. Powers. The business and affairs of the Corporation shall
be managed by or under the direction of the Board of Directors except as
otherwise provided by the Certificate of Incorporation or required by law.

            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


                                     - 13 -
<PAGE>   14
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 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


                                     - 14 -
<PAGE>   15
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 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


                                     - 15 -
<PAGE>   16
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) 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 a 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


                                     - 16 -
<PAGE>   17
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
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.


                                     - 17 -
<PAGE>   18
            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 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


                                     - 18 -
<PAGE>   19
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.

            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 or the
President. The person calling any


                                     - 19 -
<PAGE>   20
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 place of any meeting adjourned for less than 30


                                     - 20 -
<PAGE>   21
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


                                     - 21 -
<PAGE>   22
originally noticed may be transacted at such adjourned meeting at which a quorum
is present.

            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 vote of a
majority of the Directors then in office, may elect from its


                                     - 22 -
<PAGE>   23
number, one or more committees, including but not limited to, an Executive
Committee, a Compensation Committee, and an Audit Committee, and may delegate
thereto 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 committees shall hold such offices at the pleasure of the Board of
Directors. 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, but no such rescission
shall have retroactive effect.

            SECTION 16. 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.


                                     - 23 -
<PAGE>   24
                                   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 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.


                                     - 24 -
<PAGE>   25
            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 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.


                                     - 25 -
<PAGE>   26
            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.

            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 designate.

            SECTION 11. Chief Financial Officer. Unless otherwise provided by
the Board of Directors or the Certificate of


                                     - 26 -
<PAGE>   27
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.

            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.


                                     - 27 -
<PAGE>   28
            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 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


                                     - 28 -
<PAGE>   29
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.


                                     - 29 -
<PAGE>   30
                                   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 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


                                     - 30 -
<PAGE>   31
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 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


                                     - 31 -
<PAGE>   32
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.

                                    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


                                     - 32 -
<PAGE>   33
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 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.


                                     - 33 -
<PAGE>   34
            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 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


                                     - 34 -
<PAGE>   35
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.

            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


                                     - 35 -
<PAGE>   36
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.

            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


                                     - 36 -
<PAGE>   37
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 together as a single class.


                                     - 37 -