EXHIBIT 3.2

                           AMENDED AND RESTATED BYLAWS


                                       OF


                            CORNELL CORRECTIONS, INC.



                                 OCTOBER 1, 1996
<PAGE>
                        AMENDED AND RESTATED BYLAWS OF

                           CORNELL CORRECTIONS, INC.

                               Table of Contents

                                                                          Page

ARTICLE I   OFFICES..........................................................1
      1.1  Registered Office.................................................1
      1.2  Other Offices.....................................................1

ARTICLE II  MEETINGS OF STOCKHOLDERS.........................................1
      2.1  Place of Meetings.................................................1
      2.2  Annual Meetings...................................................1
      2.3  Special Meetings..................................................1
      2.4  Registered Holders of Shares; Closing of Share Transfer Records;
            and Record Date..................................................2
      2.5  Quorum............................................................2
      2.6  Voting by Stockholders............................................3
      2.7  Proxies...........................................................3
      2.8  No Shareholder Action Without Meeting.............................4

ARTICLE III DIRECTORS........................................................4
      3.1  Number and Election of Directors..................................4
      3.2.  Vacancies........................................................4
      3.3.  Duties and Powers................................................4
      3.4.  Meetings.........................................................5
      3.5.  Quorum...........................................................5
      3.6.  Actions Without a Meeting........................................5
      3.7.  Telephonic Meetings..............................................5
      3.8.  Committees.......................................................5
      3.9.  Reimbursement of Expenses........................................6
      3.10.  Protection for Reliance.........................................6

ARTICLE IV  OFFICERS.........................................................6
      4.1.  General..........................................................6
      4.2.  Election.........................................................6
      4.3.  Duties...........................................................7
      4.4.  Chairman.........................................................7
      4.5.  President........................................................7
      4.6.  Vice Presidents..................................................7
      4.7.  Secretary and Assistant Secretaries..............................7

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      4.8.  Treasurer and Assistant Treasurers...............................8
      4.9.  Removal..........................................................8
      4.10.  Voting Securities Owned by the Corporation......................8

ARTICLE V   STOCK............................................................8
      5.1.  Form of Certificates.............................................8
      5.2.  Signatures.......................................................9
      5.3.  Lost Certificates................................................9
      5.4.  Transfers........................................................9
      5.5.  Beneficial Ownership.............................................9
      5.6.  Dividends........................................................9

ARTICLE VI  INDEMNIFICATION.................................................10
      6.1  General..........................................................10
      6.2  Expenses.........................................................10
      6.3  Advances.........................................................10
      6.4  Request for Indemnification......................................11
      6.5  Nonexclusivity of Rights.........................................11
      6.6  Insurance and Subrogation........................................11
      6.7  Severability.....................................................11
      6.8  Certain Persons Not Entitled to Indemnification..................11
      6.9  Definitions......................................................12

ARTICLE VII  NOTICES........................................................12
      7.1.  Notices.........................................................12
      7.2.  Waiver of Notice................................................13

ARTICLE VIII  MISCELLANEOUS.................................................13
      8.1.  Fiscal Year.....................................................13
      8.2.  Amendments......................................................13

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                        AMENDED AND RESTATED BYLAWS OF

                           CORNELL CORRECTIONS, INC.


                                   ARTICLE I

                                    OFFICES

            1.1 REGISTERED OFFICE. The registered office of Cornell Corrections,
Inc., a Delaware corporation (the "Corporation"), is The Corporation Trust
Company, 1209 Orange Street, in the City of Wilmington, County of New Castle,
State of Delaware, 19801.

            1.2 OTHER OFFICES. The Corporation may also have offices at such
other places both within and without the State of Delaware as the Board of
Directors of the Corporation (the "Board of Directors") may from time to time
determine.

                                  ARTICLE II

                           MEETINGS OF STOCKHOLDERS

            2.1 PLACE OF MEETINGS. Annual or special meetings of the
stockholders for the election of directors or for any other purpose shall be
held at such time and place, either within or without the State of Delaware, as
may be designated from time to time by the Board of Directors and stated in the
notice of the meeting or in a duly executed waiver of notice thereof. If not so
designated or stated, such meeting shall be held at the registered office of the
Corporation.

            2.2 ANNUAL MEETINGS. The annual meeting of stockholders shall be
held on such date and at such time as may be designated from time to time by the
Board of Directors and stated in the notice of such meeting. At the annual
meeting, the stockholders shall elect by a plurality vote a Board of Directors
and transact such other business as may properly be brought before the meeting.
Written notice of the annual meeting of stockholders of the Corporation stating
the place, date and hour of the meeting shall be sent to each stockholder
entitled to vote at such meeting not less than 10 nor more than 60 days before
the date of the meeting. Failure to hold the annual meeting shall not work a
forfeiture or dissolution of the Corporation or affect otherwise valid corporate
acts.

            2.3 SPECIAL MEETINGS. Unless otherwise prescribed by the Delaware
General Corporation Law ("DGCL") or by the Certificate of Incorporation of the
Corporation (as amended or restated from time to time, the "Certificate of
Incorporation"), special meetings of stockholders of the Corporation for any
purpose or purposes may be called at any time by the Chairman of the Board of
Directors or by any two or more directors of the Corporation. Written notice of
the special meeting stating the place, date and hour of the meeting and the
purpose or purposes for which the

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meeting is called shall be given not less 10 nor more than 60 days before the
date of the meeting to each stockholder entitled to vote at such meeting.

            2.4 REGISTERED HOLDERS OF SHARES; CLOSING OF SHARE TRANSFER RECORDS;
AND RECORD DATE.

                  (a) REGISTERED HOLDERS AS OWNERS. Unless otherwise provided
      under Delaware law, the Corporation may regard the person in whose name
      any shares issued by the Corporation are registered in the stock transfer
      records of the Corporation at any particular time (including, without
      limitation, as of a record date fixed pursuant to paragraph (b) of this
      Section 2.4) as the owner of those shares at that time for purposes of
      voting those shares, receiving distributions thereon or notices in respect
      thereof, transferring those shares, exercising rights of dissent with
      respect to those shares, entering into agreements with respect to those
      shares, or giving proxies with respect to those shares; and neither the
      Corporation nor any of its officers, directors, employees or agents shall
      be liable for regarding that person as the owner of those shares at that
      time for those purposes, regardless of whether that person possesses a
      certificate for those shares.

                  (b) RECORD DATE. For the purpose of determining stockholders
      of the Corporation entitled to notice of or to vote at any meeting of
      stockholders of the Corporation or any adjournment thereof, or entitled to
      receive a distribution by the Corporation (other than a distribution
      involving a purchase or redemption by the Corporation of any of its own
      shares) or a share dividend, or in order to make a determination of
      stockholders of the Corporation for any other proper purpose, the Board of
      Directors may fix in advance a date as the record date for any such
      determination of stockholders of the Corporation, such date in any case to
      be not more than 60 days and, in the case of a meeting of stockholders,
      not less than 10 days, prior to the date on which the particular action
      requiring such determination of stockholders of the Corporation is to be
      taken. The Board of Directors shall not close the books of the Corporation
      against transfers of shares during the whole or any part of such period.

If the Board of Directors does not fix a record date for any meeting of the
stockholders of the Corporation, the record date for determining stockholders of
the Corporation entitled to notice of or to vote at such meeting shall be at the
close of business on the day next preceding the day on which notice is given,
or, if in accordance with Section 7.2 of these Bylaws notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held.

            2.5 QUORUM. Except as otherwise provided by law or by the
Certificate of Incorporation, the holders of a majority 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 of the Corporation for the transaction of business. If, however,
such quorum shall not be present or represented at any meeting of the
stockholders of the Corporation, the stockholders of the Corporation entitled to
vote at such meeting, present in person or represented by proxy, shall have the
power to adjourn the meeting from time to time, without notice other than
announcement

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at the 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 noticed. If the adjournment is for more than 30 days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder entitled to vote at the
meeting.

            2.6  VOTING BY STOCKHOLDERS.

                  (a) VOTING ON MATTERS OTHER THAN THE ELECTION OF DIRECTORS.
      With respect to any matters as to which no other voting requirement is
      specified by the DGCL, the Certificate of Incorporation or these Amended
      and Restated Bylaws (these "Bylaws"), the affirmative vote required for
      stockholder action shall be that of a majority of the shares present in
      person or represented by proxy at the meeting (as counted for purposes of
      determining the existence of a quorum at the meeting). In the case of a
      matter submitted for a vote of the stockholders of the Corporation as to
      which a stockholder approval requirement is applicable under the
      stockholder approval policy of any stock exchange or quotation system on
      which the capital stock of the Corporation is traded or quoted, the
      requirements under the Securities Exchange Act of 1934, as amended (the
      "Exchange Act"), or any provision of the Internal Revenue Code, in each
      case for which no higher voting requirement is specified by the DGCL, the
      Restated Certificate of Incorporation or these Bylaws, the vote required
      for approval shall be the requisite vote specified in such stockholder
      approval policy, the Exchange Act or Internal Revenue Code provision, as
      the case may be (or the highest such requirement if more than one is
      applicable). For the approval of the appointment of independent public
      accountants (if submitted for a vote of the stockholders of the
      Corporation), the vote required for approval shall be a majority of the
      votes cast on the matter.

                  (b) VOTING IN THE ELECTION OF DIRECTORS. Unless otherwise
      provided in the Certificate of Incorporation or these Bylaws in accordance
      with the DGCL, directors shall be elected by a plurality of the votes cast
      by the holders of outstanding shares of capital stock of the Corporation
      entitled to vote in the election of directors at a meeting of stockholders
      at which a quorum is present.

                  (c) OTHER. The Board of Directors, in its discretion, or the
      officer of the Corporation presiding at a meeting of stockholders of the
      Corporation, in his discretion, may require that any votes cast at such
      meeting shall be cast by written ballot.

            2.7 PROXIES. Each stockholder of the Corporation entitled to vote at
a meeting of stockholders of the Corporation may authorize another person or
persons to act for him by proxy. Proxies for use at any meeting of stockholders
of the Corporation shall be filed with the Secretary, or such other officer as
the Board of Directors may from time to time determine by resolution, before or
at the time of the meeting. All proxies shall be received and taken charge of
and all ballots shall be received and canvassed by the secretary of the meeting
who shall decide all questions relating to

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the qualification of voters, the validity of the proxies and the acceptance or
rejection of votes, unless an inspector or inspectors shall have been appointed
by the chairman of the meeting, in which event such inspector or inspectors
shall decide all such questions.

            2.8 NO SHAREHOLDER ACTION WITHOUT MEETING. From and after the first
date as of which the Corporation has a class or series of capital stock
registered under the Exchange Act, no action required to be taken or that may be
taken at any annual or special meeting of the stockholders of the Corporation
may be taken without a meeting, and the power of the stockholders of the
Corporation of the Corporation to consent in writing to the taking of any action
by written consent without a meeting is specifically denied, except for action
by unanimous written consent, which is expressly allowed.

                                  ARTICLE III

                                   DIRECTORS

            3.1 NUMBER AND ELECTION OF DIRECTORS. The number of directors of the
Corporation shall be five, and thereafter such number of directors may be
increased or decreased from time to time (but not to a number greater than or
less than permitted by the Certificate of Incorporation) by an amendment to
these Bylaws. Any director of the Corporation may resign at any time upon
written notice to the Corporation. To be effective, such notice of resignation
need not be formally accepted by the Board of Directors. A director of the
Corporation need not be a stockholder of the Corporation or a resident of the
State of Delaware.

            3.2. VACANCIES. Newly created directorships resulting from any
increase in the authorized number of directors of the Corporation and any
vacancies on the Board of Directors resulting from the death, resignation or
removal of a director of the Corporation shall be filled by (i) the affirmative
vote of at least a majority of the remaining directors then in office, even if
such remaining directors of the Corporation constitute less than a quorum or
(ii) the affirmative vote of holders of at least a majority of the then
outstanding Voting Stock (as defined below), voting together as a single class.
The term "Voting Stock" shall mean all outstanding shares of all classes and
series of capital stock of the Corporation entitled to vote generally in the
election of directors of the Corporation, considered as one class; and, if the
Corporation shall have shares of Voting Stock entitled to more or less than one
vote for any such share, each reference in these Bylaws to a proportion or
percentage in voting power of Voting Stock shall be calculated by reference to
the portion or percentage of votes entitled to be cast by holders of such shares
generally in the election of directors of the Corporation.

            3.3. DUTIES AND POWERS. The business, affairs and property of the
Corporation shall be managed by or under the directorship of the Board of
Directors, which may exercise all such powers of the Corporation and do all such
lawful acts and things as are not by law, the Certificate of Incorporation or
these Bylaws authorized or required to be exercised or done by the stockholders
of the Corporation.

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            3.4. MEETINGS. The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or without the State of
Delaware. Regular meetings of the Board of Directors may be held without notice
at such time and at such place as may from time to time be determined by the
Board of Directors. Special meetings of the Board of Directors may be called by
the Chairman, if there be one, or by the President or by any two or more
directors of the Corporation. Notice thereof stating the place, date and hour of
the meeting shall be given to each director either by mail not less than 48
hours before the date of the meeting, by telephone, telegram or facsimile on 24
hours' notice or on such shorter notice as the person or persons calling such
meeting may deem necessary or appropriate in the circumstances. Unless otherwise
required by law, neither the business to be transacted at, nor the purpose of,
any regular or special meeting of the Board of Directors need be specified in
the notice or waiver of notice of such meeting.

            3.5. QUORUM. Except as may be otherwise specifically provided by
law, the Certificate of Incorporation or these Bylaws, at all meetings of the
Board of Directors, a majority of the entire Board of Directors shall constitute
a quorum for the transaction of business and the act of a majority of the
directors present at any meeting at which there is a quorum shall be the act of
the Board of Directors. 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, until a
quorum shall be present.

            3.6. ACTIONS WITHOUT A MEETING. Unless otherwise provided by the
Certificate of Incorporation or these Bylaws, any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if all the members of the Board of Directors or
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board of Directors or
committee.

            3.7. TELEPHONIC MEETINGS. Unless otherwise provided by the
Certificate of Incorporation or these Bylaws, members of the Board of Directors,
or any committee designated by the Board of Directors, may participate in a
meeting of the Board of Directors or such committee by means of a conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in a meeting
pursuant to this Section 3.7 shall constitute presence in person at such
meeting.

            3.8. COMMITTEES. The Board of Directors may, by resolution passed by
a majority of the entire Board of Directors, designate one or more committees,
each committee to consist of one or more of the directors of the Corporation.
The Board of Directors may designate one or more directors of the Corporation as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of any such committee. In the absence or disqualification
of a member of a committee, and in the absence of a designation by the Board of
Directors of an alternate member to replace the absent or disqualified member,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting

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in place of any absent or disqualified member. Any committee, to the extent
allowed by law and provided in the resolution establishing such committee, shall
have and may exercise all the powers and authority of the Board of Directors in
the management of the business and affairs of the Corporation. Each committee
shall keep regular minutes and report to the Board of Directors when required.

            3.9. REIMBURSEMENT OF EXPENSES. The directors of the Corporation
shall be paid their expenses, if any, of attendance at each meeting of the Board
of Directors and may be paid a fixed sum for attendance at each meeting of the
Board of Directors or a stated salary or other consideration as director. No
such reimbursement shall preclude any director from serving the Corporation in
any other capacity and receiving compensation therefor. Members of special or
standing committees shall be allowed like reimbursement for attending committee
meetings.

            3.10. PROTECTION FOR RELIANCE. Any member of the Board of Directors,
or any member of any committee designated by the Board of Directors, shall, in
the performance of his duties, be fully protected in relying in good faith upon
the records of the Corporation and upon such information, opinions, reports or
statements presented to the Corporation by any of the Corporation's officers or
employees, or committees of the Board of Directors, or by any other person as to
matters the member reasonably believes are within such other person's
professional or expert competence and who has been selected with reasonable care
by or on behalf of the Corporation.

                                  ARTICLE IV

                                   OFFICERS

            4.1. GENERAL. The officers of the Corporation shall be chosen by the
Board of Directors and shall be a President and a Secretary. The Board of
Directors, in its discretion, may also choose a Chairman of the Board of
Directors, a Chief Financial Officer, a Treasurer and one or more Vice
Presidents, Assistant Secretaries, Assistant Treasurers and other officers. Any
number of offices may be held by the same person, unless otherwise prohibited by
law, the Certificate of Incorporation or these Bylaws. The officers of the
Corporation need not be stockholders of the Corporation nor, except in the case
of the Chairman of the Board of Directors, need such officers be directors of
the Corporation.

            4.2. ELECTION. The Board of Directors shall elect or appoint the
officers of the Corporation 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; and all officers of the Corporation
shall hold office until their successors are elected and qualified, or until the
earlier of their resignation or removal. Any officer elected by the Board of
Directors may be removed at any time by the affirmative vote of a majority of
the Board of Directors. Any vacancy occurring in any office of the Corporation
may be filled by the Board of Directors.

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            4.3. DUTIES. The officers of the Corporation shall have such powers
and duties as generally pertain to their offices, except as modified herein or
by the Board of Directors, as well as such powers and duties as from time to
time may be conferred by the Board of Directors.

            4.4. CHAIRMAN. The Chairman of the Board of Directors shall be the
Chief Executive Officer of the Corporation and, subject to the control of the
Board of Directors, shall have general supervision and control of the business,
affairs and properties of the Corporation and its general officers. The Chairman
shall possess the same power as the President to sign all contracts,
certificates and other instruments of the Corporation which may be authorized by
the Board of Directors. The Chairman shall also perform such other duties and
may exercise such other powers as from time to time may be assigned to him by
the Board of Directors.

            4.5. PRESIDENT. The President shall, subject to the control of the
Board of Directors, have general supervision of the business of the Corporation
and shall see that all orders and resolutions of the Board of Directors are
carried into effect. If there is no Chairman of the Board, the President shall
be the Chief Executive Officer of the Corporation; otherwise, he shall be the
Chief Operating Officer of the Corporation and shall execute all bonds,
mortgages, contracts and other instruments of the Corporation, except where
required or permitted by law to be otherwise signed and executed and except that
the other officers of the Corporation may sign and execute documents when so
authorized by these Bylaws, the Board of Directors, the Chairman of the Board or
the President. The President shall preside at all meetings of the stockholders
of the Corporation and the Board of Directors, unless the Board of Directors has
appointed a Chairman of the Board, who would preside at all such meetings. The
President shall also perform such other duties and may exercise such other
powers as from time to time may be assigned to him by these Bylaws or by the
Board of Directors.

            4.6. VICE PRESIDENTS. At the request of the President or in his
absence or in the event of his inability or refusal to act, any Vice President
may perform the duties of the President and, when so acting, such officer shall
have all the powers of and be subject to all the restrictions upon the
President. Each Vice President shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe. If there
is no Vice President, the Board of Directors shall designate the officer of the
Corporation who, in the absence of the President or in the event of the
inability or refusal of the President to act, shall perform the duties of the
President and, when so acting, such officer shall have all the powers of and be
subject to all the restrictions upon the President.

            4.7. SECRETARY AND ASSISTANT SECRETARIES. The Secretary or an
Assistant Secretary shall attend all meetings of the Board of Directors and all
meetings of stockholders of the Corporation and record all the proceedings at
such meetings in a book or books to be kept for that purpose, and the Secretary
or an Assistant Secretary shall also perform similar duties for the standing
committees when required. The Secretary or an Assistant Secretary shall give, or
cause to be given, notice of all meetings of the stockholders of the Corporation
and special meetings of the Board of Directors, and shall perform such other
duties as may be prescribed by the Board of Directors, the Chairman of the
Board, the President or any Vice President. If a Secretary or Assistant
Secretary

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shall be unable or shall refuse to cause to be given notice of any meeting of
the stockholders of the Corporation or any special meeting of the Board of
Directors, then either the Board of Directors, the Chairman of the Board, the
President or any Vice President may choose another officer to cause such notice
to be given. The Secretary or an Assistant Secretary shall see that all
corporate books, reports, statements, certificates and other documents and
records required by law to be kept or filed are properly kept or filed, as the
case may be.

            4.8. TREASURER AND ASSISTANT TREASURERS. The Treasurer or an
Assistant Treasurer shall have custody of the corporate funds and securities and
shall keep full and accurate accounts of receipts and disbursements in books
belonging to the Corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board of Directors, the Chairman of the Board, the
President or any Vice President. The Treasurer or an Assistant Treasurer shall
disburse the funds of the Corporation as may be ordered by the Board of
Directors, taking proper vouchers for such disbursements, and shall render to
the Chairman of the Board, the President and the Board of Directors, at its
regular meetings, or when the Board of Directors so requires, an account of all
his transactions as Treasurer or Assistant Treasurer and of the financial
condition of the Corporation.

            4.9. REMOVAL. Any officer may be removed, with or without cause, by
the Board of Directors. Any such removal shall be without prejudice to any
rights such officer may have pursuant to any employment contract he may have
with the Corporation. Any vacancy in an office may be filled by the Board of
Directors.

            4.10. VOTING SECURITIES OWNED BY THE CORPORATION. Powers of
attorney, proxies, waivers of notice of meeting, consents and other instruments
relating to securities owned by the Corporation may be executed in the name and
on behalf of the Corporation by the Chairman of the Board, the President or any
Vice President, and any such officer may, in the name of and on behalf of the
Corporation, take all such action as any such officer may deem advisable to vote
in person or by proxy at any meeting of security holders of any corporation in
which the Corporation may own securities and at any such meeting shall possess
and may exercise any and all rights and powers incident to the ownership of such
securities and which, as the owner thereof, the Corporation might have exercised
and possessed if present. The Board of Directors may, by resolution, from time
to time, confer like powers upon any other person or persons.

                                    ARTICLE V

                                      STOCK

            5.1. FORM OF CERTIFICATES. The shares of stock of the Corporation
shall be represented by certificates of stock, signed in the name of the
Corporation (i) by the Chairman of the Board, the President or a Vice President
and (ii) by the Treasurer or an Assistant Treasurer, or the Secretary or an
Assistant Secretary, of the Corporation, certifying the number of shares of
stock in the Corporation owned by the holder named in the certificate.

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            5.2. SIGNATURES. Where a certificate is countersigned by (i) a
transfer agent other than the Corporation or its employee or (ii) a registrar
other than the Corporation or its employee, any other signature on the
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
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.

            5.3. LOST CERTIFICATES. The Board of Directors may direct a new
certificate to be issued in place of any certificate theretofore issued by the
Corporation alleged to have been lost, stolen or destroyed, upon the delivery to
the Secretary of the Corporation of an affidavit of the fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate, 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 his legal
representative, to advertise the same in such manner as the Board of Directors
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.

            5.4. TRANSFERS. Stock of the Corporation shall be transferable in
the manner prescribed by law and in these Bylaws. Transfers of stock shall be
made on the books of the Corporation only by the person named in the certificate
or by his attorney lawfully constituted in writing and upon the surrender of the
certificate therefor, which shall be cancelled before a new certificate shall be
issued.

            5.5. BENEFICIAL OWNERSHIP. 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
law.

            5.6. DIVIDENDS. Dividends upon the capital stock of the Corporation,
subject to the provisions of the Certificate of Incorporation, if any, may be
declared by the Board of Directors at any regular or special meeting thereof,
and may be paid in cash, in property or in shares of capital stock of the
Corporation. Before payment of any dividend, there may be set aside out of any
funds of the Corporation available for dividends such sum or sums as the Board
of Directors from time to time, in its absolute discretion, deems proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for any proper
purpose, and the Board of Directors may modify or abolish any such reserve.

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                                  ARTICLE VI

                                INDEMNIFICATION

            6.1 GENERAL. The Corporation shall indemnify and hold harmless an
Indemnitee (as this and all other capitalized words used in this Article VI not
previously defined in these Bylaws are defined in Section 6.6 hereof) from and
against any and all judgments, penalties, fines (including excise taxes),
amounts paid in settlement and, subject to Section 6.2, Expenses (including all
interest, assessments and other charges paid or payable in connection with or in
respect of such judgments, fines, penalties, amounts paid in settlement or
Expenses) arising out of any event or occurrence related to the fact that
Indemnitee is or was a director or officer of the Corporation. The Corporation
may, but shall not be required to, indemnify and hold harmless an Indemnitee
from and against any and all judgments, penalties, fines (including excise
taxes), amounts paid in settlement and, subject to Section 6.2, Expenses
(including all interest, assessments and other charges paid or payable in
connection with or in respect of such judgments, fines, penalties, amounts paid
in settlement or Expenses) arising out of any event or occurrence related to the
fact that Indemnitee is or was an employee or agent of the Corporation or is or
was serving in another Corporate Status.

            6.2 EXPENSES. If Indemnitee is, by reason of his serving as a
director, officer, employee or agent of the Corporation, a party to and is
successful, on the merits or otherwise, in any Proceeding, the Corporation shall
indemnify him against all Expenses actually and reasonably incurred by him or on
his behalf in connection therewith. If Indemnitee is not wholly successful in
such Proceeding but is successful, on the merits or otherwise, as to any Matter
in such Proceeding, the Corporation shall indemnify Indemnitee against all
Expenses actually and reasonably incurred by him or on his behalf relating to
such Matter. The termination of any Matter in such a Proceeding by dismissal,
with or without prejudice, shall be deemed to be a successful result as to such
Matter. If Indemnitee is, by reason of any Corporate Status other than his
serving as a director, officer, employee or agent of the Corporation, a party to
and is successful, on the merits or otherwise, in any Proceeding, the
Corporation may, but shall not be required to, indemnify him against all
Expenses actually and reasonably incurred by him or on his behalf in connection
therewith. To the extent that the Indemnitee is, by reason of his Corporate
Status, a witness in any Proceeding, the Corporation may, but shall not be
required to, indemnify him against all Expenses actually and reasonably incurred
by him or on his behalf in connection therewith.

            6.3 ADVANCES. In the event of any threatened or pending Proceeding
in which Indemnitee is a party or is involved and that may give rise to a right
of indemnification under this Article VI, following written request to the
Corporation by Indemnitee, the Corporation may, but shall not be required to,
pay to Indemnitee amounts to cover Expenses reasonably incurred by Indemnitee in
such Proceeding in advance of its final disposition upon the receipt by the
Corporation of (i) a written undertaking executed by or on behalf of Indemnitee
providing that Indemnitee will repay the advance if it shall ultimately be
determined that Indemnitee is not entitled to be indemnified by the Corporation
as provided in these Bylaws and (ii) satisfactory evidence as to the amount of
such Expenses.

                                     -10-
<PAGE>
            6.4 REQUEST FOR INDEMNIFICATION. To request indemnification,
Indemnitee shall submit to the Secretary of the Corporation a written claim or
request. Such written claim or request shall contain sufficient information to
reasonably inform the Corporation about the nature and extent of the
indemnification or advance sought by Indemnitee. The Secretary of the
Corporation shall promptly advise the Board of Directors of such request.

            6.5 NONEXCLUSIVITY OF RIGHTS. This Article VI shall not be deemed
exclusive of any other rights to which Indemnitee may at any time be entitled to
under applicable law, the Restated Certificate of Incorporation, these Bylaws,
any agreement, a vote of stockholders or a resolution of directors of the
Corporation, or otherwise. No amendment, alteration or repeal of this Article VI
or any provision hereof shall be effective as to any Indemnitee for acts, events
and circumstances that occurred, in whole or in part, before such amendment,
alteration or repeal. The provisions of this Article VI shall continue as to an
Indemnitee whose Corporate Status has ceased for any reason and shall inure to
the benefit of his heirs, executors and administrators. Neither the provisions
of this Article VI nor those of any agreement to which the Corporation is a
party shall be deemed to preclude the indemnification of any person who is not
specified in this Article VI as having the potential to receive indemnification
or is not a party to any such agreement, but whom the Corporation has the power
or obligation to indemnify under the provisions of the DGCL.

            6.6 INSURANCE AND SUBROGATION. To the extent the Corporation
maintains an insurance policy or policies providing liability insurance for
directors or officers of the Corporation, an Indemnitee who is a director or
officer of the Corporation shall be covered by such policy or policies in
accordance with its or their terms to the maximum extent of coverage available
for any such director or officer under such policy or policies. In the event of
any payment hereunder, the Corporation shall be subrogated to the extent of such
payment to all the rights of recovery of Indemnitee, who shall execute all
papers required and take all action necessary to secure such rights, including
execution of such documents as are necessary to enable the Corporation to bring
suit to enforce such rights. The Corporation shall not be liable under this
Article VI to make any payment of amounts otherwise indemnifiable hereunder if,
and to the extent that, Indemnitee has otherwise actually received such payment
under any insurance policy, contract, agreement or otherwise.

            6.7 SEVERABILITY. If any provision or provisions of this Article VI
shall be held to be invalid, illegal or unenforceable for any reason whatsoever,
the validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby; and, to the fullest extent possible,
the provisions of this Article VI shall be construed so as to give effect to the
intent manifested by the provision held invalid, illegal or unenforceable.

            6.8 CERTAIN PERSONS NOT ENTITLED TO INDEMNIFICATION. Notwithstanding
any other provision of this Article VI, no person shall be entitled to
indemnification or advancement of Expenses under this Article VI with respect to
any Proceeding, or any Matter therein, brought or made by such person against
the Corporation.

                                     -11-
<PAGE>
            6.9  DEFINITIONS.  For purposes of this Article VI:

                  (a) "CORPORATE STATUS" describes the status of a person who is
      or was a director, officer, employee or agent of the Corporation or of any
      other corporation, partnership, joint venture, trust, employee benefit
      plan or other enterprise which such person is or was serving at the
      written request of the Corporation. For purposes of this Agreement,
      "serving at the written request of the Corporation" includes any service
      by Indemnitee which imposes duties on, or involves services by, Indemnitee
      with respect to any employee benefit plan or its participants or
      beneficiaries.

                  (b) "EXPENSES" shall include all reasonable attorneys' fees,
      retainers, court costs, transcript costs, fees of experts, witness fees,
      travel expenses, duplicating costs, printing and binding costs, telephone
      charges, postage, delivery service fees, and all other disbursements or
      expenses of the types customarily incurred in connection with prosecuting,
      defending, preparing to prosecute or defend, investigating, or being or
      preparing to be a witness in a Proceeding.

                  (c) "INDEMNITEE" includes any person who is, or is threatened
      to be made, a witness in or a party to any Proceeding as described in
      Section 6.1 or 6.2 hereof by reason of his Corporate Status.

                  (d) "MATTER" is a claim, a material issue or a substantial
      request for relief.

                  (e) "PROCEEDING" includes any action, suit, alternate dispute
      resolution mechanism, hearing or any other proceeding, whether civil,
      criminal, administrative, arbitrative, investigative or mediative, any
      appeal in any such action, suit, alternate dispute resolution mechanism,
      hearing or other proceeding and any inquiry or investigation that could
      lead to any such action, suit, alternate dispute resolution mechanism,
      hearing or other proceeding, except one initiated by an Indemnitee to
      enforce his rights under this Article VI.

                                  ARTICLE VII

                                    NOTICES

            7.1. NOTICES. Whenever written notice is required by law, the
Certificate of Incorporation or these Bylaws to be given to any director, member
of a committee or stockholder, such notice may be given by mail, addressed to
such director, member of a committee or stockholder at his address as it appears
on the records of the Corporation, with postage 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. Written notice may also be given personally or by telegram,
telex, facsimile or cable.

                                      -12-
<PAGE>
            7.2. WAIVER OF NOTICE. Whenever any notice is required by law, the
Certificate of Incorporation or these Bylaws to be given to any director, member
of a committee or stockholder of the Corporation, a waiver thereof in writing,
signed by the person or persons entitled to said notice, whether before or after
the time stated therein, shall be deemed equivalent thereto.

                                 ARTICLE VIII

                                 MISCELLANEOUS

            8.1. FISCAL YEAR. The fiscal year of the Corporation shall end on
December 31 of each year.

            8.2. AMENDMENTS. These Bylaws may be altered, amended or repealed,
in whole or in part, or new Bylaws may be adopted, by the stockholders of the
Corporation or by the Board of Directors as provided in the Certificate of
Incorporation.

                                     -13-