U.S. ENERGY SYSTEMS, INC.

                          AMENDED AND RESTATED BY-LAWS

                               ARTICLE I: OFFICES

Section 1.        Registered Office.  The  registered  office of  U.S. Energy
Systems, Inc. (the "Corporation") shall be in the  City of Wilmington, County of
New Castle, State of Delaware.

Section 2.        Additional Offices. The Corporation may also have  offices  at
such other places both within and without the state of Delaware as the board  of
directors may from time to time determine or the business of the Corporation may
require.

                      ARTICLE II: MEETINGS OF STOCKHOLDERS

Section  1.  Location.  Meetings  of  stockholders  may be held at such time and
place, within or without the State of Delaware, as shall be stated in the notice
of the  meeting  or in a duly  executed  waiver of notice  thereof.  The  annual
meeting of stockholders  may be held at such place,  within or without the State
of Delaware,  as shall be designated by the board of directors and stated in the
notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Annual Meeting. The annual meeting of stockholders for the purpose of
electing  directors  and  for the  transaction  of such  other  business  as may
properly come before the meeting shall be held at such date and hour as shall be
determinedly  the board of directors  or, in the absence of such  determination,
within 150 days of the end of the Corporation's most recent fiscal year.

Section  3.  Notice of Annual  Meeting.  Written  notice of the  annual  meeting
stating  the  place,  date  and  hour of the  meeting  shall  be  given  to each
stockholder  entitled  to vote at such  meeting  not less than ten nor more than
sixty days before the date of the meeting.

Section 4.  Stockholder  List. The officer who has charge of the stock ledger of
the  Corporation  shall prepare and make (or cause to be prepared and made),  at
least ten days before  every  meeting of  stockholders,  a complete  list of the
stockholders entitled to vote at the meeting, arranged in alphabetical order and
showing the address of each  stockholder and the number of shares  registered in
the name of each stockholder.  Such list shall be open to the examination of any

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stockholder,  for any purpose germane to the meeting,  during ordinary  business
hours, for a period of at least ten 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 open at the time
and place of the meeting during the whole time thereof,  and may be inspected by
any stockholder who is present.

Section 5.  Special  Meeting.  Special  meetings  of the  stockholders,  for any
purpose or purposes, subject to the Delaware General Corporation Law (as amended
from  time  to  time,   the  "DGCL")  and  the   Corporation's   Certificate  of
Incorporation (as amended the  "Certificate"),  may be called by the affirmative
vote of a majority of the directors then in office (the "Whole  Board"),  by the
Chairman of the Board (the  "Chairman") or by the Chief Executive  Officer or by
the President and shall be called by the Chairman,  the Chief Executive Officer,
the President or Secretary at the request in writing of the holders of record of
more than 50% the aggregate  voting power of all  outstanding  shares of capital
stock  of  the  Corporation  entitled  to  vote  generally  in the  election  of
Directors,  acting  together as a single class.  Such  requests  shall state the
purpose or purposes of the proposed meeting.

Section 6. Notice of Special Meeting.Written notice of a special meeting stating
the place,  date and hour of the meeting  and the purpose or purposes  for which
the meeting is called, shall be given not less than ten nor more than sixty days
before the date of the meeting to each stockholder of record entitled to vote at
such meeting.

Section 7. Special Meeting: Purpose. Business  transacted at any special meeting
of stockholders shall be limited to the purposes stated in the notice.

Section 8. Quorum.  The holders of a majority of the  aggregate  voting power of
the shares of the capital  stock  issued and  outstanding  and  entitled to vote
thereat, present in person or represented by proxy, shall constitute a quorum at
all  meetings of the  stockholders  for the  transaction  of business  except as
otherwise provided by the DGCL or by the Certificate.  If, however,  such quorum
shall not be present or  represented  at any  meeting of the  stockholders,  the
stockholders  entitled  to vote  thereat,  present in person or  represented  by
proxy,  shall have the power to adjourn the meeting  from time to time,  without
notice other than the  announcement  at the meeting of the time and place of the
adjourned  meeting,  until a quorum  shall be  present or  represented.  At such
adjourned  meeting  at  which a quorum  shall be  present  or  represented,  any
business may be  transacted  which might have been  transacted at the meeting as
originally  notified.  If the  adjournment  is for more than thirty days,  or if
after the  adjournment a new record date is fixed for the adjourned  meeting,  a
notice of the  adjourned  meeting shall be given to each  stockholder  of record
entitled to vote at the adjourned meeting.

Section 9.  Voting.  When a quorum is present  at any  meeting,  the vote of the
holders of a  plurality  of the  shares of capital  stock  having  voting  power
present in person or  represented by proxy shall elect  directors  hereunder and
the vote of the  holders  of a majority  of the  aggregate  voting  power of the
shares of the capital stock having voting power present in person or represented
by proxy shall decide any other question brought before such meeting, unless the

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question is one upon which,  by provision of the DGCL or of the  Certificate,  a
different vote is required in which case such express provision shall govern and
control the decision of such question.

Section 10. Consent of Stockholders  in Lieu of Meeting.  Any action required to
be taken at any annual or special meeting of stockholders of the Corporation, or
any  action  which  may be  taken  at any  annual  or  special  meeting  of such
stockholders, may be taken without a meeting, without prior notice and without a
vote,  if a consent in  writing,  setting  forth the  action so taken,  shall be
signed by  stockholders  representing  not less than (a) the  minimum  number of
votes that would be  necessary to authorize or take such actions at a meeting at
which all shares  entitled to vote  thereon  were  present and voted and (b) the
minimum number of votes required by provision of the DGCL.  Prompt notice of the
taking of such action without a meeting by less than unanimous  written  consent
shall be given to those  stockholders  who have not  consented  in writing.  The
Secretary  shall file such  consents  with the  minutes of the  meetings  of the
stockholders.

Section 11. Organization.  At all meetings of stockholders,  the Chairman or, if
not present, the President, or if not present, a Vice President shall act as the
chairman of the meeting,  or, if none of the  foregoing  is present,  a chairman
shall be chosen at the meeting by the stockholders.  The chairman of the meeting
shall have absolute  authority over matters of procedure,  and there shall be no
appeal from the ruling of the chairman.

Section  12.  Waiver of Notice.  Attendance  of a  stockholder,  in person or by
proxy,  at any  meeting  shall  constitute  a waiver of notice of such  meeting,
except where the stockholder,  in person or by proxy,  attends a meeting for the
express  purpose of objecting  to the  transaction  of any business  because the
meeting is not lawfully called or convened.

Section  13.  Notice  of  Stockholder  Proposal.  At an  annual  meeting  of the
stockholders,  only such business shall be conducted as shall have been properly
brought  before the meeting.  To be properly  brought  before an annual  meeting
business  must be (a)  specified  in the  notice of meeting  (or any  supplement
thereto)  given by or at the direction of the board of directors,  (b) otherwise
properly  brought  before  the  meeting by or at the  direction  of the board of
directors,   or  (c)  otherwise   properly  brought  before  the  meeting  by  a
stockholder.  For business to be properly  brought before an annual meeting by a
stockholder  (other than the  nomination of a person for election as a director,
which  is  governed  by  paragraph  23 of  Article  III of these  by-laws),  the
stockholder must have given timely notice thereof in writing to the Secretary of
the Corporation.  To be timely,  a stockholder's  notice must be delivered to or
mailed and received at the principal executive offices of the Corporation (1) 60
days in advance of such  meeting if such meeting is to be held on a day which is
within 30 days preceding the  anniversary of the previous  year's annual meeting
or 90 days in advance of such  meeting if such meeting is to be held on or after
the anniversary of the previous  year's annual meeting;  and (2) with respect to
any other annual meeting of stockholders, the close of business on the tenth day
following  the  date of  public  disclosure  of the date of such  meeting.  (For
purposes of this paragraph 13 of Article II of these by-laws,  public disclosure
shall be deemed to include a disclosure made in a press release  reported by the
Dow Jones News Services,  Associated Press or a comparable national news service
or in a document  filed by the  Corporation  with the  Securities  and  Exchange

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Commission pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of
1934, as amended). A stockholder's notice to the Secretary shall set forth as to
each matter the  stockholder  proposes to bring before the annual  meeting (a) a
brief  description  of the  business  desired  to be  brought  before the annual
meeting and the reasons for conducting such business at the annual meeting,  (b)
the  name  and  address,  as they  appear  on the  Corporation's  books,  of the
stockholder  proposing such business,  (c) the class and number of shares of the
Corporation  which  are  beneficially  owned  by the  stockholder,  and  (d) any
material interest of the stockholder in such business.  Notwithstanding anything
in the by-laws to the  contrary,  no business  shall be  conducted at any annual
meeting except in accordance  with the procedures set forth in this paragraph 13
of Article  II. The chair of the annual  meeting  shall,  if the facts  warrant,
determine  and declare to the meeting that  business  was not  properly  brought
before the meeting in accordance  with the  provisions  of this  paragraph 13 of
Article II, and if he or she should so determine,  he or she shall so declare to
the meeting and any such business not properly  brought before the meeting shall
not be transacted.

                             ARTICLE III : DIRECTORS

Section 1. Number.  The number of directors which shall  constitute the board of
directors  shall not be less than 6 nor more than 11 and shall be  determined by
the board of directors or the stockholders from time to time provided,  however,
that the board of  directors  shall not reduce the number of  directors  if such
reduction would reduce the term of any director; and provided,  further, however
that the  board of  directors  shall  endeavor  to  maintain  three  classes  of
directors equal in number.  Directors shall have such  qualifications  as may be
prescribed by these by-laws;  provided that at least two of the Directors  shall
be independent directors, and free from any relationship that, in the opinion of
the  board  of  directors,  would  interfere  with  the  exercise  of his or her
independent  judgment  as a member  of the  board of  directors  or which  could
disqualify  such member as being  "independent"  under the applicable  rules and
regulations  of the primary  trading market for the  Corporation's  common stock
(including NASDAQ). Directors need not be stockholders or citizens of the United
States of America.

Section 2. Vacancies.  Subject to the  Certificate,  any vacancy on the board of
directors resulting from the death, retirement, resignation, disqualification or
removal from office or other  cause,  as well as any vacancy  resulting  from an
increase in the number of directors  which occurs between annual meetings of the
stockholders at which directors are elected,  shall be filled only by a majority
vote of the  remaining  directors  then in  office,  though  less than a quorum,
except that those vacancies  resulting from removal from office by a vote of the
stockholders  may be filled by a vote of the stockholders at the same meeting at
which such removal  occurs.  The directors  chosen to fill vacancies  shall hold
office for a term expiring at the end of the next annual meeting of stockholders
at which the term of the  class to which  they have  been  elected  expires.  No
decrease in the number of directors  constituting  the board of directors  shall
shorten the term of any incumbent director.

Section 3. General Powers. The property and business of the Corporation shall be
controlled  and managed in accordance  with the terms of the  Certificate by its

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board of directors  which may exercise all such powers of the Corporation and do
all such lawful acts and things as are not by the DGCL or by the  Certificate or
by  these  by-laws  directed  or  required  to  be  exercised  or  done  by  the
stockholders.

                       Meetings of the Board of Directors

Section 4.        Location. The  board of directors of  the  Corporation, or any
committees thereof , may  hold meetings, both regular and special, either within
or without the State of Delaware.

Section 5. Annual  Meeting.  A regular annual meeting of the board of directors,
including newly elected  directors,  shall be held immediately after each annual
meeting  of  stockholders  at the place of such  stockholders'  meeting,  and no
notice of such meeting to the  directors  shall be necessary in order legally to
constitute the meeting,  provided a quorum shall be present.  If such meeting is
held at any  other  time or  place,  notice  thereof  must be given or waived as
hereinafter provided for special meetings of the board of directors.

Section  6.  Regular  Meeting.  Additional  regular  meetings  of the  board  of
directors  shall be held on such dates and at such  times and at such  places as
shall  from  time to time be  determined  by the board of  directors.  Notice of
regular meetings of the board need not be given except as otherwise  required by
the DGCL or these by-laws.

Section 7. Special  Meetings.  The Chairman,  the Chief Executive  Officer,  the
President  or a majority  of the Whole  Board may call a special  meeting of the
board of directors at any time by giving  notice,  specifying the time and place
of the meeting,  to each member of the board of  directors at least  twenty-four
(24) hours before the time appointed.  A written waiver of notice, signed by the
director  entitled to notice,  whether before or after the time stated  therein,
shall be deemed  equivalent  to notice.  Notice of any such  meeting need not be
given to any  director who shall  either  before or after the meeting,  submit a
signed  waiver of notice or who shall  attend such meeting  without  protesting,
prior to or at its commencement, the lack of notice to him.

Section 8. Quorum;  Voting. At all meetings of the board a majority of the Whole
Board shall constitute a quorum for the transaction of business and the act of a
majority  of the  directors  present at any  meeting at which  there is a quorum
shall  be  the  act  of the  board  of  directors,  except  as may be  otherwise
specifically provided by the DGCL, the Certificate or these by-laws. If a quorum
shall not be present at any  meeting of the board of  directors,  the  directors
present thereat may adjourn the meeting from time to time,  without notice other
than announcement at the meeting of the time and place of the adjourned meeting,
until a quorum shall be present.

Section 9. Written  Consent in Lieu of Meeting.Any  action required or permitted
to be taken at any meeting of the board of directors or of any committee thereof
may be taken without a meeting if all members of the board or committee,  as the
case may be, consent thereto in writing,  setting forth the action so taken, and
the writing or writings are filed with the minutes of  proceedings  of the board
or committee.

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Section  10.  Telephonic  Participation.  Unless  otherwise  restricted  by  the
Certificate  or  these  by-laws,  members  of the  board  of  directors,  or any
committee  thereof,  may participate in a meeting of the board of directors,  or
any  committee,  by means of  conference  telephone  or  similar  communications
equipment  whereby  all  directors  participating  in the  meeting can hear each
other, and such  participation in a meeting shall constitute  presence in person
at the meeting.

Section 11. Organization. At each meeting of the board, the Chairman, or, in his
absence,  another  director chosen by a majority of the directors  present shall
act as chairman of the meeting and preside  thereat.  The Secretary  (or, in his
absence any person -- who shall be an Assistant Secretary,  if any of them shall
be present at such meeting -- appointed by the chairman)  shall act as secretary
of the meeting and keep the minutes thereof.

                             Committees of Directors

Section 12. Executive Committee.  The board of directors,  by resolution adopted
by a majority of the Whole Board,  may designate not less than two, and not more
than four, of the directors then in office to constitute an Executive Committee,
each member of which unless  otherwise  determined  by  resolution  adopted by a
majority of the Whole  Board,  shall  continue to be a member of such  Committee
until the annual  meeting  of the  stockholders  which  shall be held next after
designation as a member of such Committee or until the earlier  termination as a
director.  The Chairman,  the Chief  Executive  Officer and the President  shall
always be designated as a member of the Executive  Committee so long as they are
members of the board of  directors.  The  Chairman  shall be the chairman of the
Executive Committee who shall preside at all meetings of such Committee.  In the
absence of the chairman of the Executive Committee, a majority of the members of
the  Executive  Committee  present  shall  choose a chairman  to preside at such
meetings. The Secretary,  or if the Secretary shall be absent from such meeting,
any person appointed by the chairman,  shall act as secretary of the meeting and
keep the minutes thereof.

Section 13. Powers of the Executive  Committee.  To the extent  permitted by the
DGCL,  the  Executive  Committee  may  exercise  all the  powers of the board of
directors  in the  management  of  specified  matters  where such  authority  is
delegated to it by the board of directors,  and also, to the extent permitted by
the DGCL and not delegated to another  committee of the board of directors,  the
Executive Committee shall have, and may exercise, all the powers of the board of
directors  in the  management  of the  business  and affairs of the  Corporation
(including  the power to authorize the seal of the  Corporation to be affixed to
all papers which may require it; but  excluding the power to appoint a member of
the Executive  Committee) in the ordinary course of business,  including but not
limited to, approving customer  contracts and vendor contracts,  authorizing the
incurrence  of debt,  approving  loans,  mortgages and leases,  authorizing  the
hiring,  retention and termination of employees and  consultants,  approving the
compensation  of  employees  and  consultants  other  than  executive  officers,
approving  acquisitions  and  divestitures,  asset  sales and  asset  purchases,
project  development  and lobbying  efforts,  and  developing  and  implementing
corporate  policies and  positions,  in such manner as the  Executive  Committee
shall deem to be in the best interests of the Corporation  and not  inconsistent
with any prior  action  of the board of  directors;  provided  however  that the
Executive Committee shall not, without approval of the board of directors,  take

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any action  other than in the  ordinary  course,  approve  the  compensation  of
executive  officers  or take  any  action  with  respect  to legal  actions  and
litigation.  An act of the  Executive  Committee  taken  within the scope of its
authority  shall be an act of the board of directors.  The  Executive  Committee
shall render a report of its several  acts at each regular  meeting of the board
of directors and at any other time when so directed by the board of directors.

Section  14.  Meetings  of the  Executive  Committee.  Regular  meetings  of the
Executive  Committee  shall be held at such  times,  on such  dates  and at such
places as shall be fixed by  resolution  adopted by a majority of the  Executive
Committee,  of which regular  meetings  notice need not be given, or as shall be
fixed by the  chairman  of the  Executive  Committee  or in the  absence  of the
chairman of the Executive  Committee the Chairman and specified in the notice of
such meeting.  Special meetings of the Executive  Committee may be called by the
chairman of the  Executive  Committee or by the  Chairman,  the Chief  Executive
Officer or the President.  Notice of each such special  meeting of the Executive
Committee  (and of each regular  meeting for which  notice  shall be  required),
stating  the time and  place  thereof  shall  be  given  to each  member  of the
Executive  Committee at least twenty four (24) hours before the time  appointed;
but notice need not be given to a member of the  Executive  Committee  who shall
waive notice thereof as provided in this Article III of these  by-laws,  and any
meeting of the Executive  Committee  shall be a legal meeting without any notice
thereof having been given, if all the members of such Committee shall be present
thereat.

Section 15. Quorum and Manner of Acting of the Executive  Committee.  A majority
of the members of the  Executive  Committee  shall  constitute  a quorum for the
transaction  of  business,  and  the act of a  majority  of the  members  of the
Executive  Committee  present  at a meeting  at which a quorum  shall be present
shall  be the act of the  Executive  Committee.  The  members  of the  Executive
Committee  shall act only as a committee  and  individual  members shall have no
power as such.

Section  16.  Other  Committees.  The board of  directors,  by  resolution,  has
established  an audit  committee  and a  compensation  committee.  The  board of
directors may, by resolution adopted by a majority of the Whole Board, designate
members of the board of directors to constitute  other  committees,  which shall
have, and may exercise,  such powers as the board of directors may by resolution
delegate to them,  and shall in each case consist of such number of directors as
the board of  directors  may  determine;  provided,  however,  that the board of
directors  may  designate  one or more  directors  as  alternate  members of any
committee,  who may replace any absent or disqualified  member at any meeting of
such committee.  Such a committee may either be constituted for a specified term
or may be constituted as a standing  committee  which does not require annual or
periodic reconstitution. A majority of all the members of any such committee may
determine its action and its quorum  requirements and may fix the time and place
of its  meetings,  unless the board of directors  shall  otherwise  provide.  In
addition to the foregoing,  the board of directors may, by resolution adopted by
a majority of the Whole Board,  create a committee of  indeterminate  membership
and duration and not subject to the limitations as to the membership, quorum and
manner of meeting and acting  prescribed in these by-laws,  which committee,  in
the event of a major disaster or catastrophe or national emergency which renders
the board of  directors  incapable  of action by reason of the  death,  physical


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incapacity or inability to meet of some or all of its members,  shall have,  and
may exercise all the powers of the board of directors in the  management  of the
business and affairs of the  Corporation  (including,  without  limitation,  the
power to authorize the seal of the Corporation to be affixed to all papers which
may require it and the power to fill  vacancies in the board of  directors).  An
act of such committee taken within the scope of its authority shall be an act of
the board of directors.

Section 17. Changes in Committees;  Resignations;  Removals; Vacancies.The board
of directors shall have power, by resolution  adopted by a majority of the Whole
Board, at any time to change or remove the members of, to fill vacancies in, and
to discharge any committee created pursuant to these by-laws,  either with cause
or without cause;  provided,  however,  that the Chairman,  the Chief  Executive
Officer and the President may only be removed from the Executive  Committee with
cause. Any member of any such committee may resign at any time by giving written
notice  to the  board  of  directors  or the  Chairman  or the  Secretary.  Such
resignation  shall take effect upon  receipt of such notice or at any later time
specified therein;  and, unless otherwise specified therein,  acceptance of such
resignation  shall not be  necessary  to make it  effective.  Any vacancy in any
committee, whether arising from death, resignation, an increase in the number of
committee members or any other cause,  shall be filled by the board of directors
in the manner  prescribed in these by-laws for the original  appointment  of the
members of such committee.

Section 18. Resignations. Any director of the Corporation may resign at any time
by giving  written  notice of his  resignation  to the board of  directors,  the
Chairman or the Secretary.  Any such  resignation  shall take effect at the time
specified  therein or, if the time when it shall become  effective  shall not be
specified therein, immediately upon its receipt, and, unless otherwise specified
therein,  the acceptance of such  resignation  shall not be necessary to make it
effective.

Section 19. Removal. Subject to the provisions of the Certificate, any director,
or the entire board of  directors,  may be removed from office at any time prior
to the  expiration of his term of office,  with cause,  only by the  affirmative
vote of the  holders of record of  outstanding  shares  representing  at least a
majority of all of the aggregate  voting power of outstanding  shares of capital
stock of the  Corporation  then  entitled to vote  generally  in the election of
directors, voting together as a single class.

Section 20.  oncurrent Authority. Notwithstanding any delegation of authority to
any committee of directors, the board of directors retains  concurrent authority
with respect to the delegated powers.

                          Indemnification of Directors

Section 21. Indemnification.  The Corporation shall have the right  to indemnify
directors,  officers and  agents of  the  Corporation to  the  fullest  extent
permitted by  the  DGCL and by the Certificate, as both may be amended from time
to time.

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                                  Compensation

Section 22.  Compensation.  The  compensation  of the  directors  and members of
committees of the board of directors  for their  services as such shall be fixed
from time to time by the board of directors,  provided however that any director
or member of a committee  who is not  independent  shall not be entitled to cash
compensation for services as director or member of a committee. A director is an
independent  director or  committee  member if he is free from any  relationship
that,  in the  opinion  of the  board of  directors,  would  interfere  with the
exercise of his  independent  judgment as a director or member of a committee or
which could disqualify such member as being  "independent"  under the applicable
rules and regulations of the primary trading market for the Corporation's common
stock (including NASDAQ).

Section 23.  Eligibility  to Make  Nominations.  Nominations  of candidates  for
election as  directors  at any meeting of  stockholders  called for  election of
directors (an "Election Meeting") may be made (1) by any stockholder entitled to
vote at such Election Meeting only in accordance with the procedures established
by paragraph 23 of this Article III, or (2) by the board of directors.  In order
to be eligible  for election as a director,  any director  nominee must first be
nominated in accordance with the provisions of these by-laws.

Section 24. Procedure for Nominations by Stockholders.  Any stockholder entitled
to vote for the  election of a director at an Election  Meeting may nominate one
or more persons for such election only if written  notice of such  stockholder's
intent to make such  nomination  is  delivered  to or mailed and received by the
Secretary of the Corporation.  Such Notice must be received by the Secretary not
later  than the  following  dates:  (1) with  respect  to an annual  meeting  of
stockholders,  60 days in advance of such  meeting if such meeting is to be held
on a day which is within  30 days  preceding  the  anniversary  of the  previous
year's  annual  meeting or 90 days in advance of such meeting if such meeting is
to be held on or after the  anniversary of the previous  year's annual  meeting;
and (2) with respect to any other annual  meeting of  stockholders  or a special
meeting of  stockholders,  the close of business on the tenth day  following the
date of public  disclosure  of the date of such  meeting.  (For purposes of this
paragraph 23 of Article III of these by-laws,  public disclosure shall be deemed
to include a disclosure  made in a press release  reported by the Dow Jones News
Services,  Associated  Press  or a  comparable  national  news  service  or in a
document filed with the Securities and Exchange  Commission  pursuant to Section
13, 14 or 15(d) of the Securities Exchange Act of 1934, as amended.) The written
notice  shall set forth:  (i) the name,  age,  business  address  and  residence
address of each nominee proposed in such notice,  (ii) the principal  occupation
or employment of each such nominee,  (iii) the number of shares of capital stock
of the Corporation which are beneficially  owned by each such nominee,  and (iv)
such other information concerning each such nominee as would be required,  under
the rules of the United  States  Securities  and Exchange  Commission in a proxy
statement  soliciting  proxies for the  election of such  nominee as a director.
Such notice  shall  include a signed  consent of each such nominee to serve as a
director of the Corporation, if elected.

Section 25. Compliance with Procedures.  If the chairman of the Election Meeting
determines that a nomination of any candidate for election as a director was not
made in  accordance  with  the  applicable  provisions  of these  by-laws,  such

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nomination shall be void, provided, however, that nothing in these by-laws shall
be deemed to limit any class  voting  rights  upon the  occurrence  of  dividend
arrearages provided to holders of the Corporation's preferred stock.


                              ARTICLE IV : OFFICERS

Section 1. Number. The officers of the Corporation shall be elected by the board
of directors at its first meeting after each annual meeting of the  stockholders
and shall be a  Chairman  of the Board  (who  shall  also be a  director  of the
Corporation), a Chief Executive Officer, a President, a Chief Operating Officer,
a Chief Financial Officer,  a Treasurer and a Secretary.  The board of directors
may also elect one or more Vice Presidents and one or more Assistant  Treasurers
and Assistant Secretaries. Any number of offices may be held by the same person,
except that the offices of President and Secretary shall not be held by the same
person. Vice Presidents may be given distinctive  designations such as Executive
Vice  President  or  Senior  Vice  President.  Subject  to the  terms  of  their
employment agreements, such officers shall exercise such powers and perform such
duties as shall be determined from time to time by the board of directors or the
Executive Committee.

Section 2. Additional Officers and Agents. The board of directors may elect such
other  officers  and  agents as it shall  deem  necessary  who shall  hold their
offices for such terms and shall exercise such powers and perform such duties as
shall be determined from time to time by the board of directors.

Section 3. Term. The officers of the  Corporation  shall hold office until their
successors  are  elected  or  appointed  and  qualify  or  until  their  earlier
resignation  or  removal.  Any  officer  elected  or  appointed  by the board of
directors  may be removed at any time with or without  cause by the  affirmative
vote of the board of  directors.  Any  vacancy  occurring  in any  office of the
Corporation shall be filled by the board of directors.

Section 4. Compensation. The compensation of the officers of the Corporation for
their services as such officers shall be fixed from time to time by the board of
directors;  provided,  however,  that the board of directors  and the  Executive
Committee may delegate to the compensation committee or one or more officers the
power to fix the  compensation  of officers  and agents  appointed  by them.  An
officer of the Corporation shall not be prevented from receiving compensation by
reason of the fact that he is also a director of the Corporation.

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                         ARTICLE V: CERTIFCATES OF STOCK

Section  1.  Certificates.  Every  holder  of  shares  of  capital  stock in the
Corporation shall be entitled to have a certificate  sealed with the seal of the
Corporation  and signed by, or in the name of the  Corporation by, the President
or Chief Operating Officer and by the Treasurer or an Assistant Treasurer or the
Secretary or an Assistant Secretary of the Corporation, certifying the number of
shares owned by him in the Corporation.  If the Corporation  shall be authorized
to issue more than one class of stock or more than one series of any class,  the
designations, preferences and relative, participating, optional or other special
rights  of each  class  of  stock  or  series  thereof  and the  qualifications,
limitations or restrictions of such preferences and/or rights shall be set forth
in  full  or  summarized  on the  face or  back  of the  certificate  which  the
Corporation  shall issue to  represent  such class or series of stock,  provided
that,  except as otherwise  provided in section 202 of the DGCL of Delaware,  in
lieu of the foregoing requirements, there maybe set forth on the face or back of
the  certificate  which the  Corporation  shall issue to represent such class or
series of stock, a statement that the Corporation will furnish without charge to
each  stockholder  who so requests the  designations,  preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications,  limitations or restrictions of such preferences
and/or rights.

Section 2. Facsimile Signatures. Any or all of the signatures on the certificate
may be  facsimile.  In case any officer,  transfer  agent or  registrar  who has
signed or whose  facsimile  signature has been placed upon a  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 date of issue.

Section  3.  Lost  Certificates.  The  board  of  directors  may  direct  a  new
certificate  or  certificates  to be  issued  in  place  of any  certificate  or
certificates  theretofore  issued by the Corporation  alleged to have been lost,
stolen or destroyed,  upon the making of an affidavit of that fact by the person
claiming the certificate of capital stock to be lost, stolen or destroyed.  When
authorizing  such  issue of a new  certificate  or  certificates,  the  board of
directors may, in its  discretion  and as a condition  precedent to the issuance
thereof,  require the owner of such lost,  stolen or  destroyed  certificate  or
certificates, or his legal representative,  to advertise the same in such manner
as it shall require and/or to give the  Corporation a bond in such sum as it may
direct as indemnity  against any claim that may be made against the  Corporation
with respect to the certificate alleged to have been lost, stolen or destroyed.

Section  4.  Registered  Stockholders.  The  Corporation  shall be  entitled  to
recognize the exclusive  right of a person  registered on its books as the owner
of shares to receive  dividends,  and to vote as such owner,  and to hold liable
for  calls  and  assessments  a person  registered  on its books as the owner of
shares,  and shall not be bound to recognize  any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof,  except as otherwise  provided by
the DGCL.

Section 5.  Regulations.  The board of directors may make such additional  rules
and regulations,  not inconsistent with these by-laws,  as it may deem expedient
concerning the issue,  transfer and  registration of certificates  for shares of
stock of the Corporation.  It may appoint,  or authorize any officer or officers

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to appoint,  one or more transfer  agents or one or more transfer clerks and one
or more registrars and may require all  certificates for shares of stock to bear
the signature or signatures of any of them.

                         ARTICLE VI: GENERAL PROVISIONS

Section 6. Notices.  Whenever,  under the provisions of applicable law or of the
Certificate or of these by-laws,  notice is required to be given to any director
or  stockholder,  it shall be construed to mean written or printed  notice given
either  personally or by mail or wire addressed to such director or stockholder,
at his address as it appears on the records of the Corporation,  with postage or
other charges  thereon  prepaid,  and such notice shall be deemed to be given at
the time when the same shall be  deposited  in the United  States mail or at the
appropriate  office for  transmission  by wire.  Notice to directors may also be
given by telephone.

Section 7. Annual Statement. The board of directors shall present at each annual
meeting,  and at any special meeting of the stockholders when called for by vote
of the stockholders, a full and clear statement of the business and condition of
the Corporation.

Section 8. Fiscal Year. The fiscal year of the Corporation shall be as specified
by the board of directors.

Section 9. Seal. The corporate seal shall have inscribed thereon the name of the
Corporation, the  year of  its organization  and  the words "Corporate  Seal,
Delaware". The  seal may  be used  by causing it  or a  facsimile thereof to be
impressed or affixed or reproduced or otherwise.

Section 10. Contracts. Except as otherwise required by the DGCL, the Certificate
or these by-laws,  any contract,  note,  bond,  mortgage or other  instrument in
furtherance of the Corporation's ordinary business and in order to implement any
action authorized by these by-laws may be executed and delivered in the name and
on  behalf  of the  Corporation  by such  officer  of  officers  (including  any
assistant officer) of the Corporation as the board of directors may from time to
time direct.  Such authority may be general or confined to specific instances as
the  board  of  directors  may  determine.  Unless  authorized  by the  board of
directors  or  expressly  permitted  by these  by-laws,  no  officer or agent or
employee  shall  have any  power or  authority  to bind the  Corporation  by any
contract or engagement or to pledge its credit or to render its pecuniary liable
for any purpose or to any amount.

Section 11.  Loans.  Unless the board of  directors or the  Executive  Committee
shall otherwise determine,  any of the Chairman,  the Chief Executive Officer or
the President, acting together with the Treasurer, may effect loans and advances
at any  time  for  the  Corporation  from  any  bank,  trust  company  or  other
institution, or from any firm, corporation or individual, and for such loans and
advances  may  make,  execute  and  deliver  promissory  notes,  bonds  or other
certificates or evidences or indebtedness of the Corporation,  but no officer or
officers shall mortgage, pledge, hypothecate or transfer any securities or other
property  of the  Corporation  other than in  connection  with the  purchase  of
chattels for use in the Corporation's operations,  except when authorized by the
board of directors.

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<PAGE>

Section 12. Checks,  Drafts, etc. All checks, drafts, bills of exchange or other
orders  for the  payment of money out of the funds of the  Corporation,  and all
notes or other evidence of indebtedness of the  Corporation,  shall be signed in
the name and on behalf of the  Corporation by the Chairman,  the Chief Executive
Officer, the President,  any Vice President or the Treasurer unless the board of
directors or the Executive Committee shall otherwise determine.

Section 13. Deposits.  All funds of the Corporation not otherwise employed shall
be deposited  from time to time to the credit of the  Corporation in such banks,
trust companies or other depositaries as the board of directors may from time to
time  designate  or as may be  designated  by any  officer  or  officers  of the
Corporation to whom such power of designation may from time to time be delegated
by the board of  directors.  For the  purpose of deposit  and for the purpose of
collection for the account of the Corporation,  checks,  drafts and other orders
for the payment of money which are payable to the order of the  Corporation  may
be endorsed, assigned and delivered by any officer or agent of the Corporation.

Section 14. General and Special Bank  Accounts.  The board of directors may from
time to time  authorize  the opening  and  keeping of general  and special  bank
accounts with such banks,  trust companies or other depositaries as the board of
directors  may  designate or as may be  designated by any officer or officers of
the  Corporation  to whom  such  power of  designation  may from time to time be
delegated  by the  board of  directors.  The  board of  directors  may make such
special  rules  and  regulations  with  respect  to  such  bank  accounts,   not
inconsistent with the provisions of these by-laws, as it may deem expedient.

                             ARTICLE VII: AMENDMENTS

         In furtherance of and not in limitation of the powers  conferred by the
DGCL,  the board of  directors  of the  Corporation  from time to time may make,
amend,  alter, change or repeal the by-laws of the Corporation;  provided,  that
any  by-laws  made,  amended,  altered,  changed  or  repealed  by the  board of
directors  or the  stockholders  of the  Corporation  may be  amended,  altered,
changed or repealed,  and that any by-laws may be made, by the  stockholders  of
the  Corporation.  Notwithstanding  any other  provisions of the  Certificate or
these  by-laws (and  notwithstanding  the fact that a lesser  percentage  may be
specified by law, the Certificate or these by-laws), the affirmative vote of not
less than a majority of the aggregate voting power of all outstanding  shares of
capital stock of the Corporation then entitled to vote generally in the election
of  Directors,  voting  together as a single  class,  shall be required  for the
stockholders of the  Corporation to amend,  alter,  change,  repeal or adopt any
by-laws of the Corporation.

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