<PAGE>

                                                                     Exhibit 3.3



                       SECOND AMENDED AND RESTATED BYLAWS



                                       OF



                          HOLLYWOOD CASINO CORPORATION
<PAGE>

                               TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                              Page
<S>                                                                        <C>
ARTICLE ONE - OFFICES...........................................................1

     (a)     Registered Office and Agent........................................1

     (b)     Other Offices......................................................1

ARTICLE TWO - MEETING OF STOCKHOLDERS...........................................1

     2.1     Annual Meeting.....................................................1

     2.2     Special Meeting....................................................1

     2.3     Place of Meetings..................................................2

     2.4     Notice.............................................................2

     2.5     Voting List........................................................2

     2.6     Quorum.............................................................2

     2.7     Required Vote; Withdrawal of Quorum................................3

     2.8     Methods of Voting; Proxies.........................................3

     2.9     Record Date........................................................3

     2.10    Conduct of Meeting.................................................4

     2.11    Inspectors.........................................................5

ARTICLE THREE - DIRECTORS.......................................................5

     3.1     Management.........................................................5

     3.2     Number; Qualification; Election; Term..............................6

     3.3     Change in Number...................................................6

     3.4     Removal............................................................6

     3.5     Vacancies..........................................................6

     3.6     Meetings of Directors..............................................6

     3.7     Election of Officers...............................................6

     3.8     Regular Meetings...................................................6

     3.9     Special Meetings...................................................6

</TABLE>

                                       i
<PAGE>

                               TABLE OF CONTENTS

                                  (continued)

<TABLE>
<CAPTION>


<S>                                                                        <C>
     3.10    Notice............................................................ 6

     3.11    Quorum; Majority Vote............................................. 7

     3.12    Procedure......................................................... 7

     3.13    Presumption of Assent............................................. 7

     3.14    Compensation...................................................... 7

ARTICLE FOUR - COMMITTEES...................................................... 8

     4.1     Designation....................................................... 8

     4.2     Number; Qualification; Term....................................... 8

     4.3     Authority......................................................... 8

     4.4     Committee Changes................................................. 8

     4.5     Alternate Members of Committees................................... 8

     4.6     Regular Meetings.................................................. 8

     4.7     Special Meetings.................................................. 8

     4.8     Quorum; Majority Vote............................................. 9

     4.9     Minutes........................................................... 9

     4.10    Compensation...................................................... 9

     4.11    Responsibility.................................................... 9

ARTICLE FIVE - NOTICE.......................................................... 9

     5.1     Method............................................................ 9

     5.2     Waiver............................................................ 9

ARTICLE SIX - OFFICERS.........................................................10

     6.1     Number; Titles; Term of Office....................................10

     6.2     Removal...........................................................10

     6.3     Vacancies.........................................................10

     6.4     Authority.........................................................10

     6.5     Compensation......................................................10

     6.6     Chairman of the Board; Vice Chairman of the Board.................10
</TABLE>
                                      ii
<PAGE>

                               TABLE OF CONTENTS

                                  (continued)

<TABLE>
<CAPTION>


<S>                                                                             <C>
     6.7     Chief Executive Officer............................................11

     6.8     President..........................................................11

     6.9     Vice Presidents....................................................11

     6.10    Treasurer..........................................................11

     6.11    Assistant Treasurers...............................................11

     6.12    Secretary..........................................................12

     6.13    Assistant Secretaries..............................................12

ARTICLE SEVEN - INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND
 AGENTS                                                                         12

     7.1     Third-Party Actions................................................12

     7.2     Derivative Actions.................................................13

     7.3     Determination of Indemnification...................................13

     7.4     Right to Indemnification...........................................13

     7.5     Advance of Expenses................................................14

     7.6     Indemnification Not Exclusive......................................14

     7.7     Insurance..........................................................14

     7.8     Definition of Certain Terms........................................14

     7.9     Liability of Directors.............................................15

     7.10    Continuity.........................................................15

ARTICLE EIGHT - CERTIFICATES AND STOCKHOLDERS...................................15

     8.1     Certificates of Shares.............................................15

     8.2     Replacement of Lost, Stolen, or Destroyed Certificates.............15

     8.3     Transfer of Shares.................................................16

     8.4     Registered Stockholders............................................16

     8.5     Regulations........................................................16

     8.6     Legends............................................................16
</TABLE>
                                      iii
<PAGE>

                               TABLE OF CONTENTS

                                  (continued)

<TABLE>
<CAPTION>

<S>                                                                     <C>
ARTICLE NINE - AFFILIATED TRANSACTIONS..........................................16

     9.1      Validity..........................................................16

     9.2      Disclosure; Approval; Fairness....................................16

     9.3      Nonexclusive......................................................17

ARTICLE TEN - MISCELLANEOUS PROVISIONS..........................................17

     10.1     Dividends.........................................................17

     10.2     Reserves..........................................................17

     10.3     Books and Records.................................................17

     10.4     Fiscal Year.......................................................17

     10.5     Seal..............................................................18

     10.6     Resignations......................................................18

     10.7     Securities of Other Corporations..................................18

     10.8     Telephone Meetings................................................18

     10.9     Action Without a Meeting..........................................18

     10.10    Invalid Provisions................................................19

     10.11    Mortgages, etc....................................................19

     10.12    Headings..........................................................19

     10.13    References........................................................19

     10.14    Amendments........................................................19

</TABLE>

                                      iv
<PAGE>

                       SECOND AMENDED AND RESTATED BYLAWS



                                       OF



                          HOLLYWOOD CASINO CORPORATION
                          ----------------------------

                                    PREAMBLE

     These Second Amended and Restated Bylaws are subject to, and governed by,
the General Corporation Law of the State of Delaware (the "Delaware General
Corporation Law") and the Amended and Restated Certificate of Incorporation of
Hollywood Casino Corporation, a Delaware corporation (the "Corporation").  In
the event of a direct conflict between the provisions of these bylaws and the
mandatory provisions of the Delaware General Corporation Law or the provisions
of the certificate of incorporation of the Corporation, such provisions of the
Delaware General Corporation Law or the certificate of incorporation of the
Corporation, as the case may be, will be controlling.  The affirmative vote of
the holders of at least 80% of the voting power of all of the then-outstanding
shares of the Voting Stock (as defined in the certificate of incorporation),
voting together as a single class, and the approval of a majority of the
Continuing Directors (as defined in Article 13 of the certificate of
incorporation) shall be required to alter, amend, repeal or adopt any provision
inconsistent with this Preamble.

                              ARTICLE 1 - OFFICES

     1.1    Registered Office and Agent.  The registered office and registered
            ---------------------------
agent of the Corporation shall be as designated from time to time by the
appropriate filing by the Corporation in the office of the Secretary of State of
the State of Delaware.

     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
may from time to time determine or as the business of the Corporation may
require.

                     ARTICLE 2 - MEETINGS OF STOCKHOLDERS

     2.1    Annual Meeting.  An annual meeting of stockholders of the
            --------------
Corporation shall be held each calendar year on such date and at such time as
shall 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 of such
meeting. At such meeting, the stockholders shall elect directors and transact
such other business as may properly be brought before the meeting.

     2.2   Special Meeting.  Special meetings of the stockholders, for any
           ---------------
purpose or purposes, unless otherwise prescribed by statute, shall be called as
provided in the certificate of incorporation. A special meeting shall be held on
such date and at such time as shall be designated by the person(s) calling the
meeting and stated in the notice of the meeting or in a duly executed waiver of
notice of such meeting.  Only such business shall be transacted at a

                                       1
<PAGE>

special meeting as may be indicated in the notice of such meeting or in a duly
executed waiver of notice of such meeting.

     2.3   Place of Meetings.  An annual meeting of stockholders may be held at
           -----------------
any place within or without the State of Delaware designated by the board of
directors.  A special meeting of stockholders may be held at any place within or
without the State of Delaware designated in the notice of the meeting or a duly
executed waiver of notice of such meeting.  Meetings of stockholders shall be
held at the principal office of the Corporation unless another place is
designated for meetings in the manner provided herein.

     2.4   Notice.  Written or printed notice stating the place, day, and time
           ------
of each meeting of the stockholders and, in case of a special meeting, the
purpose or purposes for which the meeting is called shall be delivered not less
than ten nor more than 60 days before the date of the meeting, either personally
or by mail, by or at the direction of the Chief Executive Officer, the
Secretary, or the officer or person(s) calling the meeting, to each stockholder
of record entitled to vote at such meeting. If such notice is to be sent by
mail, notice is given when deposited in the United States mail, postage prepaid,
directed to such stockholder at his address as it appears on the records of the
Corporation, unless he shall have filed with the Secretary of the Corporation a
written request that notices to him be mailed to some other address, in which
case it shall be directed to him at such other address. Notice of any meeting of
stockholders shall not be required to be given to any stockholder who shall
attend such meeting in person or by proxy and shall not, at the beginning of
such meeting, object to the transaction of any business because the meeting is
not lawfully called or convened, or who shall, either before or after the
meeting, submit a signed waiver of notice, in person or by proxy.

     2.5   Voting List.  At least ten days before each meeting of stockholders,
           -----------
the Secretary or other officer of the Corporation who has charge of the
Corporation's stock ledger, either directly or through another officer appointed
by him or through a transfer agent appointed by the board of directors, shall
prepare and make a complete list of stockholders entitled to vote thereat,
arranged in alphabetical order, and showing the address of each stockholder and
the number of shares registered in the name of each stockholder.  For a period
of at least ten days prior to such meeting, such list shall be kept on file at a
place within the city where the meeting is to be held, which place shall be
specified in the notice of meeting or a duly executed waiver of notice of such
meeting or, if not so specified, at the place where the meeting is to be held
and shall be open to examination by any stockholder, for any purpose germane to
the meeting, during ordinary business hours.  Such list shall also be produced
at such meeting and kept at the meeting at all times during such meeting and may
be inspected by any stockholder who is present.

     2.6   Quorum.  The holders of a majority of the outstanding shares entitled
           ------
to vote on a matter, present in person or by proxy, shall constitute a quorum at
any meeting of stockholders, except as otherwise provided by law, the
certificate of incorporation of the Corporation, or these by-laws.  If a quorum
shall not be present, in person or by proxy, at any meeting of stockholders, the
stockholders entitled to vote thereat who are present, in person or by proxy,
or, if no stockholder entitled to vote is present, any officer of the
Corporation may adjourn the meeting

                                       2
<PAGE>

from time to time, without notice other than announcement at the meeting (unless
the board of directors, after such adjournment, fixes a new record date for the
adjourned meeting), until a quorum shall be present, in person or by proxy. At
any adjourned meeting at which a quorum shall be present, in person or by proxy,
any business may be transacted which may have been transacted at the original
meeting had a quorum been present; provided 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, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the adjourned meeting.

     2.7   Required Vote; Withdrawal of Quorum.  When a quorum is present at any
           -----------------------------------
meeting, the vote of the holders of at least a majority of the outstanding
shares entitled to vote who are present, in person or by proxy, shall decide any
question brought before such meeting, unless the question is one on which, by
express provision of statute, the certificate of incorporation of the
Corporation or any amendment(s) thereto, or these bylaws, a different vote is
required, in which case such express provision shall govern and control the
decision of such question.  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.

     2.8   Method of Voting; Proxies.  Except as otherwise provided in the
           -------------------------
certificate of incorporation of the Corporation or by law, each outstanding
share, regardless of class, shall be entitled to one vote on each matter
submitted to a vote at a meeting of stockholders.  Elections of directors need
not be by written ballot.  At any meeting of stockholders, every stockholder
having the right to vote may vote either in person or by a proxy executed in
writing by the stockholder or by another person or persons duly authorized under
(S) 212 of the Delaware General Corporation Law to act for him as proxy.  Each
such proxy shall be filed with the Secretary of the Corporation before or at the
time of the meeting.  No proxy shall be valid after three years from the date of
its execution, unless otherwise provided in the proxy.  If no date is stated in
a proxy, such proxy shall be presumed to have been executed on the date of the
meeting at which it is to be voted. Each proxy shall be revocable unless
expressly provided therein to be irrevocable and coupled with an interest
sufficient in law to support an irrevocable power or unless otherwise made
irrevocable by law.

     2.9   Record Date.   (a)  For the purpose of determining stockholders
           -----------
entitled to notice of or to vote at any meeting of stockholders, or any
adjournment thereof,  or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion, or exchange of stock or for the purpose of
any other lawful action, the board of directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted by the board of directors, and which record date shall
not be more than 60 days and not less than ten days prior to such meeting or
other action.  If no record date is fixed:

        (i)  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

                                       3
<PAGE>

the day on which notice is given or, if notice is waived, at the close of
business on the day next preceding the day on which the meeting is held.

        (ii)  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.

        (iii) A determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the board of directors may fix a new record
date for the adjourned meeting.

   (a)  In order that the Corporation may determine the stockholders entitled to
consent to corporate action in writing without a meeting, the board of directors
may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the board of directors, and
which date shall not be more than ten days after the date upon which the
resolution fixing the record date is adopted by the board of directors. If no
record date has been fixed by the board of directors, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the board of directors is required by
law or these bylaws, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
Corporation by delivery to its registered office in the State of Delaware, its
principal place of business, or an officer or agent of the Corporation having
custody of the book in which proceedings of meetings of stockholders are
recorded. Delivery made to the Corporation's registered office in the State of
Delaware, principal place of business, or such officer or agent shall be by hand
or by certified or registered mail, return receipt requested. If no record date
has been fixed by the board of directors and prior action by the board of
directors is required by law or these bylaws, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting shall be at the close of business on the day on which the board of
directors adopts the resolution taking such prior action.

   2.1  Conduct of Meeting.  At each meeting of the stockholders, one of the
        ------------------
following persons, in the order in which they are listed (and in the absence of
the first, the next, and so on), shall serve as chairman of the meeting:
Chairman of the Board, Vice Chairman of the Board (or in the event that there be
more than one Vice Chairman, the Vice Chairmen in the order designated by the
directors, or in the absence of any designation, then in the order of their
tenure), Chief Executive Officer, President, a Continuing Director (as defined
below), Vice Presidents (in the order designated by the board (or, in the
absence of such designation, in the order of their tenure) if more than one) and
Secretary. The Secretary shall keep the records of each meeting of stockholders.
In the absence or inability to act of any such officer, such officer's duties
shall be performed by the officer given the authority to act for such absent or
non-acting officer under these bylaws or by some person appointed by the
meeting.

   The order of business at each such meeting shall be as determined by the
chairman of the meeting. The chairman of the meeting shall have the right and
authority to prescribe such rules, regulations and procedures and to do all such
acts and things as are necessary or desirable for the

                                       4
<PAGE>

proper conduct of the meeting, including, without limitation, the establishment
of procedures for the maintenance of order and safety, limitations on the time
allotted to questions or comments on the affairs of the Corporation,
restrictions on entry to such meeting after the time prescribed for the
commencement thereof, and the opening and closing of the voting polls.
"Continuing Director" means (i) any member of the board of directors of the
Corporation, while such person is a member of the board, and who was a member of
the board prior to the Effective Time (as defined in the certificate of
incorporation) or (ii) any person who subsequently becomes a member of the
board, while such person is a member of the board, if such person's nomination
for election or election to the board is recommended or approved by a majority
of the Continuing Directors.

   2.1  Inspectors.  The board of directors may, in advance of any meeting of
        ----------
stockholders, appoint one or more inspectors to act at such meeting and make a
written report thereof.  If any of the inspectors so appointed shall fail to
appear or act, the chairman of the meeting shall, or if inspectors shall not
have been appointed, the chairman of the meeting may, appoint one or more
inspectors.  Each inspector, before entering upon the discharge of his duties,
shall take and sign an oath faithfully to execute the duties of inspector at
such meeting with strict impartiality and according to the best of his ability.
The inspectors shall determine the number of shares of capital stock of the
Corporation outstanding and the voting power of each, the number of shares
represented at the meeting, the existence of a quorum, and the validity and
effect of proxies and ballots and shall receive votes, ballots, or consents,
hear and determine all challenges and questions arising in connection with the
right to vote, count and tabulate all votes, ballots, or consents, determine the
results, determine and retain for a reasonable period a record of the
disposition of any challenges made to any determination by them, certify their
determination of the number of shares represented at the meeting, and their
count of all votes and ballots, and do such acts as are proper to conduct the
election or vote with fairness to all stockholders.  The inspector(s) shall
perform his duties in accordance with (S) 231 of the Delaware General
Corporation Law.  On request of the chairman of the meeting, the inspectors
shall make a report in writing of any challenge, request, or matter determined
by them and shall execute a certificate of any fact found by them.  No director
or candidate for the office of director shall act as an inspector of an election
of directors.  Inspectors need not be stockholders.

                             ARTICLE 3 - DIRECTORS

    3.1  Management.  The business and affairs of the Corporation shall be
         ----------
managed by the board of directors.  Subject to the restrictions imposed by law,
the certificate of incorporation of the Corporation, or these bylaws, the board
of directors may exercise all of the powers of the Corporation.

                                       5
<PAGE>

   3.2  Number; Qualification; Election; Term.  The number of directors which
        -------------------------------------
shall constitute the entire board of directors shall be as determined pursuant
to the certificate of incorporation of the Corporation.  Except as otherwise
required by law, the certificate of incorporation of the Corporation, or these
bylaws, the directors shall be elected at an annual meeting of stockholders at
which a quorum is present.  Nominations for the election of directors shall be
made in accordance with the provisions contained in the certificate of
incorporation of the Corporation.  Directors shall be elected by a plurality of
the votes of the shares present in person or represented by proxy and entitled
to vote on the election of directors. Each director so chosen shall hold office
for the term provided in the certificate of incorporation of the Corporation
until his successor is elected and qualified or, if earlier, until his death,
resignation, or removal from office.  None of the directors need be a
stockholder of the Corporation or a resident of the State of Delaware.  Each
director must have attained the age of majority.

   3.3  Change in Number.  No decrease in the number of directors constituting
        ----------------
the entire board of directors shall have the effect of shortening the term of
any incumbent director.

   3.4  Removal.  Removal of directors shall be governed by the provisions of
        -------
the certificate of incorporation of the Corporation.

   3.5  Vacancies.  Vacancies and newly-created directorships resulting from
        ---------
any increase in the authorized number of directors elected by all of the
stockholders having the right to vote as a single class shall be filled in
accordance with the provisions of the certificate of incorporation of the
Corporation.

   3.6  Meetings of Directors.  The directors may hold their meetings and may
        ---------------------
have an office and keep the books of the Corporation, except as otherwise
provided by statute, in such place or places within or without the State of
Delaware as the board of directors may from time to time determine or as shall
be specified in the notice of such meeting or duly executed waiver of notice of
such meeting.

   3.7  Election of Officers.  At the first meeting of the board of directors
        --------------------
after each annual meeting of stockholders at which a quorum shall be present,
the board of directors shall elect the officers of the Corporation.

   3.8  Regular Meetings.  Regular meetings of the board of directors shall be
        ----------------
held at such times and places as shall be designated from time to time by
resolution of the board of directors.  Notice of such regular meetings shall not
be required.

   3.9  Special Meetings.  Special meetings of the board of directors shall be
        ----------------
held whenever called by the Chairman of the Board, the Chief Executive Officer,
or any director.

   3.10 Notice.  The Secretary shall give notice of each special meeting to
        ------
each director at least 24 hours before the meeting.  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
<PAGE>

such meeting without protesting, prior to or at its commencement, the lack of
notice to him. 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.

   3.11   Quorum; Majority Vote.  At all meetings of the board of directors, a
          ---------------------
majority of the directors fixed in the manner provided in these bylaws shall
constitute a quorum for the transaction of business.  If at any meeting of the
board of directors there be less than a quorum present, a majority of those
present or any director solely present may adjourn the meeting from time to time
without further notice.  Unless the act of a greater number is required by law,
the certificate of incorporation of the Corporation, or these bylaws, the act of
a majority of the directors present at a meeting at which a quorum is in
attendance shall be the act of the board of directors. At any time that the
certificate of incorporation of the Corporation provides that directors elected
by the holders of a class or series of stock shall have more or less than one
vote per director on any matter, every reference in these bylaws to a majority
or other proportion of directors shall refer to a majority or other proportion
of the votes of such directors.

   3.12   Procedure.  At meetings of the board of directors, business shall be
          ---------
transacted in such order as from time to time the board of directors may
determine.  The Chairman of the Board, if such office has been filled, and, if
not or if the Chairman of the Board is absent or otherwise unable to act, the
Vice Chairman of the Board (or in the event that there be more than one Vice
Chairman, the Vice Chairmen in the order designated by the directors, or in the
absence of any designation, then in the order of their tenure), if such office
has been filled, and, if not or if the Vice Chairman of the Board is absent or
otherwise unable to act, the Chief Executive Officer shall preside at all
meetings of the board of directors.  In the absence or inability to act of any
of the foregoing persons, a chairman shall be chosen by the board of directors
from among the directors present.  The Secretary of the Corporation shall act as
the secretary of each meeting of the board of directors unless the board of
directors appoints another person to act as secretary of the meeting.  The board
of directors shall keep regular minutes of its proceedings which shall be placed
in the minute book of the Corporation.  The board of directors may adopt such
rules and regulations not inconsistent with the provisions of law, the
certificate of incorporation of the Corporation or these bylaws for the conduct
of its meetings and management of the affairs of the Corporation as the board
may deem proper.

   3.13   Presumption of Assent.  A director of the Corporation who is present
          ---------------------
at the meeting of the board of directors at which action on any corporate matter
is taken shall be presumed to have assented to the action unless his dissent
shall be entered in the minutes of the meeting or unless he shall file his
written dissent to such action with the person acting as secretary of the
meeting before the adjournment thereof or shall forward any dissent by certified
or registered mail to the Secretary of the Corporation immediately after the
adjournment of the meeting.  Such right to dissent shall not apply to a director
who voted in favor of such action.

   3.14   Compensation.  Unless otherwise restricted by the certificate of
          ------------
incorporation or these bylaws, the board of directors shall have the authority
to fix the compensation, including fees and reimbursement of expenses, paid to
directors for attendance at regular or special

                                       7
<PAGE>

meetings of the board of directors or any committee thereof; provided, however,
that nothing contained herein shall be construed to preclude any director from
serving the Corporation in any other capacity or receiving compensation
therefor.

                            ARTICLE 4 - COMMITTEES

   4.1    Designation.  The board of directors may, by resolution adopted by a
          -----------
majority of the entire board of directors, designate one or more committees.

   4.2    Number; Qualification; Term.  Each committee shall consist of one or
          ---------------------------
more directors appointed by resolution adopted by a majority of the entire board
of directors.  The number of committee members may be increased or decreased
from time to time by resolution adopted by a majority of the entire board of
directors.  Each committee member shall serve as such until the earliest of (i)
the expiration of his term as director, (ii) his resignation as a committee
member or as a director, or (iii) his removal as a committee member or as a
director.

   4.3    Authority.  Each committee, to the extent expressly provided in the
          ---------
resolution establishing such committee, shall have and may exercise all of the
powers and authority of the board of directors in the management of the business
and affairs of the Corporation except to the extent expressly restricted by law,
the certificate of incorporation of the Corporation, or these bylaws.

   4.4    Committee Changes.  The board of directors shall have the power at any
          -----------------
time to fill vacancies in, to change the membership of, and to discharge any
committee.

   4.5    Alternate Members of Committees.  The board of directors may designate
          -------------------------------
one or more directors as alternate members of any committee.  Any such alternate
member may replace any absent or disqualified member at any meeting of the
committee.  If no alternate committee members have been so appointed to a
committee or each such alternate committee member is absent or disqualified, the
member or members of such committee 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 in the
place of any such absent or disqualified member.

   4.6    Regular Meetings.  Regular meetings of any committee may be held
          ----------------
without notice at such time and place as may be designated from time to time by
the committee and communicated to all members thereof.

   4.7    Special Meetings.  Special meetings of any committee may be held
          ----------------
whenever called by any committee member.  The committee member calling any
special meeting shall cause notice of such special meeting, including therein
the time and place of such special meeting, to be given to each committee member
at least two days before such special meeting. Neither the business to be
transacted at, nor the purpose of, any special meeting of any committee need be
specified in the notice or waiver of notice of any special meeting.

                                       8
<PAGE>

   4.8    Quorum; Majority Vote.  At meetings of any committee, a majority of
          ---------------------
the number of members designated by the board of directors shall constitute a
quorum for the transaction of business.  If a quorum is not present at a meeting
of any committee, a majority of the members present may adjourn the meeting from
time to time, without notice other than an announcement at the meeting, until a
quorum is present.  The act of a majority of the members present at any meeting
at which a quorum is in attendance shall be the act of a committee, unless the
act of a greater number is required by law, the certificate of incorporation of
the Corporation, these bylaws or a vote of the specific committee.

   4.9    Minutes.  Each committee shall cause minutes of its proceedings to be
          -------
prepared and shall report the same to the board of directors upon the request of
the board of directors.  The minutes of the proceedings of each committee shall
be delivered to the Secretary of the Corporation for placement in the minute
books of the Corporation.

   4.10   Compensation.  Unless otherwise restricted by the certificate of
          ------------
incorporation or these bylaws, the board of directors shall have the authority
to fix the compensation, including fees and reimbursement of expenses, paid to
directors for attendance at regular or special meetings of any committee of the
board of directors; provided, however, that nothing contained herein shall be
construed to preclude any director from serving the Corporation in any other
capacity or receiving compensation therefor.

   4.11   Responsibility.  The designation of any committee and the delegation
          --------------
of authority to it shall not operate to relieve the board of directors or any
director of any responsibility imposed upon it or such director by law.

                              ARTICLE 5 - NOTICE

   5.1    Method.  Whenever by statute, the certificate of incorporation of the
          ------
Corporation, or these bylaws, notice is required to be given to any committee
member, director, or stockholder and no provision is made as to how such notice
shall be given, personal notice shall not be required and any such notice may be
given (a) in writing, by mail, postage prepaid, addressed to such committee
member, director, or stockholder at his address as it appears on the books or
(in the case of a stockholder) the stock transfer records of the Corporation, or
(b) by any other method permitted by law (including but not limited to overnight
courier service, telegram, telex, or telefax).  Any notice required or permitted
to be given by mail shall be deemed to be delivered and given at the time when
the same is deposited in the United States mail as aforesaid.  Any notice
required or permitted to be given by overnight courier service shall be deemed
to be delivered and given at the time delivered to such service with all charges
prepaid and addressed as aforesaid.  Any notice required or permitted to be
given by telegram, telex, or telefax shall be deemed to be delivered and given
at the time transmitted with all charges prepaid and addressed as aforesaid.

   5.2    Waiver.  Whenever any notice is required to be given to any
          ------
stockholder, director, or committee member of the Corporation by statute, the
certificate of incorporation of the Corporation, or these bylaws, a waiver
thereof in writing signed by the person or persons entitled

                                       9
<PAGE>

to such notice, whether before or after the time stated therein, shall be
equivalent to the giving of such notice. Attendance of a stockholder, director,
or committee member at a meeting shall constitute a waiver of notice of such
meeting, except where such person attends for the express purpose of objecting
to the transaction of any business on the ground that the meeting is not
lawfully called or convened.

                             ARTICLE 6 - OFFICERS

   6.1    Number; Titles; Term of Office. The officers of the Corporation shall
          ------------------------------
be a President, a Secretary, and such other officers as the board of directors
may from time to time elect or appoint, including a Chairman of the Board, one
or more Vice Chairmen of the Board, a Chief Executive Officer, one or more Vice
Presidents (with each Vice President to have such descriptive title, if any, as
the board of directors shall determine), a Secretary and a Treasurer. Each
officer shall hold office until his successor shall have been duly elected and
shall have qualified, until his death, or until he shall resign or shall have
been removed in the manner hereinafter provided.  Any two or more offices may be
held by the same person.  None of the officers need be a stockholder or a
director of the Corporation or a resident of the State of Delaware.

   6.2    Removal.  Any officer or agent elected or appointed by the board of
          -------
directors may be removed by the board of directors whenever in its judgment the
best interest of the Corporation will be served thereby, but such removal shall
be without prejudice to the contract rights, if any, of the person so removed.
Election or appointment of an officer or agent shall not of itself create
contract rights.

   6.3    Vacancies.  Any vacancy occurring in any office of the Corporation (by
          ---------
death, resignation, removal, or otherwise) may be filled by the board of
directors.

   6.4    Authority.  Officers shall have such authority and perform such duties
          ---------
in the management of the Corporation as are provided in these bylaws or as may
be determined by resolution of the board of directors not inconsistent with
these bylaws.

   6.5    Compensation.  The compensation, if any, of officers and agents shall
          ------------
be fixed from time to time by the board of directors; provided, however, that
the board of directors may delegate the power to determine the compensation of
any officer and agent (other than the officer to whom such power is delegated)
to the Chairman of the Board or the Chief Executive Officer.

   6.6    Chairman of the Board; Vice Chairman of the Board.  The Chairman of
          -------------------------------------------------
the Board, if elected by the board of directors, shall have such powers and
duties as may be prescribed by the board of directors.  Such officer shall
preside at all meetings of the stockholders and of the board of directors.  Such
officer may sign all certificates for shares of stock of the Corporation. In the
absence of the Chairman of the Board or, in the event of his inability or
refusal to act, the Vice Chairman (or in the event there be more than one Vice
Chairman, the Vice Chairmen in the order designated by the directors, or in the
absence of any designation, then in the order of their tenure) shall perform the
duties of the Chairman of the Board, and when so acting shall have all

                                      10
<PAGE>

the powers of and be subject to all the restrictions upon the Chairman of the
Board. The Vice Chairman shall perform such other duties and have such other
powers as the board of directors may from time to time prescribe.

   6.7    Chief Executive Officer.  The Chief Executive Officer shall have
          -----------------------
general executive charge, management, and control of the properties and
operations of the Corporation in the ordinary course of its business, with all
such powers with respect to such properties and operations as may be reasonably
incident to such responsibilities.  If the board of directors has not elected a
Chairman of the Board or any Vice Chairman of the Board or in the absence or
inability to act of the Chairman of the Board or any Vice Chairman of the Board,
the Chief Executive Officer shall exercise all of the powers and discharge all
of the duties of the Chairman of the Board.  As between the Corporation and
third parties, any action taken by the Chief Executive Officer in the
performance of the duties of the Chairman of the Board shall be conclusive
evidence that there is no Chairman of the Board or Vice Chairman of the Board or
that the Chairman of the Board or Vice Chairman of the Board is absent or unable
to act.

   6.8    President.  The President shall have such powers and duties as may be
          ---------
assigned to him by the board of directors, the Chairman of the Board or the
Chief Executive Officer.   In the absence or inability to act of the Chief
Executive Officer, the President shall exercise all of the powers and discharge
all of the duties of the Chief Executive Officer.  As between the Corporation
and third parties, any action taken by the President in the performance of the
duties of the Chief Executive Officer shall be conclusive evidence that there is
no Chief Executive Officer or that the Chief Executive Officer is absent or
unable to act.

   6.9    Vice Presidents.  Each Vice President shall have such powers and
          ---------------
duties as may be assigned to him by the board of directors, the Chairman of the
Board, the Chief Executive Officer, or the President and (in order designated by
the board of directors or, in the absence of such designation, as determined by
the length of time such person has held the office of Vice President) shall
exercise the powers of the President during that officer's absence or inability
to act.  As between the Corporation and third parties, any action taken by a
Vice President in the performance of the duties of the President shall be
conclusive evidence of the absence or inability to act of the President at the
time such action was taken.

   6.10   Treasurer.  The Treasurer shall have custody of the Corporation's
          ---------
funds and securities, shall keep full and accurate account of receipts and
disbursements, shall deposit all monies and valuable effects in the name and to
the credit of the Corporation in such depository or depositories as may be
designated by the board of directors, and shall perform such other duties as may
be prescribed by the board of directors, the Chairman of the Board, or the Chief
Executive Officer.

   6.11   Assistant Treasurers.  Each Assistant Treasurer shall have such powers
          --------------------
and duties as may be assigned to him by the board of directors, the Chairman of
the Board, or the Chief Executive Officer.  The Assistant Treasurers (in the
order of their seniority as determined by the board of directors or, in the
absence of such a determination, as determined by the length of time

                                      11
<PAGE>

they have held the office of Assistant Treasurer) shall exercise the powers of
the Treasurer during that officer's absence or inability to act.

   6.12   Secretary.  Except as otherwise provided in these bylaws, the
          ---------
Secretary shall keep the minutes of all meetings of the board of directors and
of the stockholders in books provided for that purpose, and he shall attend to
the giving and service of all notices.  He may sign with the Chairman of the
Board, Chief Executive Officer or the President, in the name of the Corporation,
all contracts of the Corporation and affix the seal of the Corporation thereto.
He may sign with the Chairman of the Board, Chief Executive Officer or the
President all certificates for shares of stock of the Corporation, and he shall
have charge of the certificate books, transfer books, and stock papers as the
board of directors may direct, all of which shall at all reasonable times be
open to inspection by any director upon application at the office of the
Corporation during business hours.  He shall in general perform all duties
incident to the office of the Secretary, subject to the control of the board of
directors, the Chairman of the Board, and the Chief Executive Officer.

   6.13   Assistant Secretaries.  Each Assistant Secretary shall have such
          ---------------------
powers and duties as may be assigned to him by the board of directors, the
Chairman of the Board, or the Chief Executive Officer.  The Assistant
Secretaries (in the order of their seniority as determined by the board of
directors or, in the absence of such a determination, as determined by the
length of time they have held the office of Assistant Secretary) shall exercise
the powers of the Secretary during that officer's absence or inability to act.

                  ARTICLE SEVEN - INDEMNIFICATION OF DIRECTORS,
                          OFFICERS, EMPLOYEES AND AGENTS

   7.1    Third-Party Actions.  The Corporation shall indemnify any person who
          -------------------
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the Corporation) by
reason of the fact that such person is or was a director or officer of the
Corporation, or is or was serving at the request of the Corporation as a
director or officer of another corporation, partnership, joint venture, trust or
other enterprise, against all expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding if such person acted
in good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement or conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which such person reasonably believed to
be in or not opposed to the best interests of the Corporation, and, with respect
to any criminal action or proceeding, that such person had reasonable cause to
believe that his or her conduct was unlawful.

                                      12
<PAGE>

          The Corporation may indemnify any employee or agent of the
Corporation, or any employee or agent serving at the request of the Corporation
as an employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, in the manner and to the extent that it shall
indemnify any director or officer under this Section 7.1.

          7.2. Derivative Actions.  The Corporation may indemnify any person who
               ------------------
was or is a party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that such person is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against all expenses (including attorneys' fees) actually and reasonably
incurred by such person in connection with the defense or settlement of such
action or suit if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
Corporation, except that no indemnification shall be made with respect to any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Corporation unless and only to the extent that the Court of
Chancery of Delaware or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses as the Court of Chancery of Delaware or
such other court shall deem proper.

          7.3. Determination of Indemnification.  Any indemnification under
               --------------------------------
Section 7.1 or 7.2 of this Article 7 (unless ordered by a court) shall be made
by the Corporation only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee or agent is proper in
the circumstances because such person has met the applicable standard of conduct
set forth in Section 7.1 or 7.2 of this Article 7. Such determination shall be
made, with respect to a person who is a director or officer at the time of such
determination, (i) by the board of directors by a majority vote of directors who
were not parties to such action, suit or proceeding, even though less than a
quorum, or (ii) by a committee of such directors designated by majority vote of
such directors, even though less than a quorum, or (iii) if there are no such
directors, or if such directors so direct, by independent legal counsel in a
written opinion, or (iv) by the stockholders.

          7.4. Right to Indemnification.  Notwithstanding the other provisions
               ------------------------
of this Article 7, to the extent that a present or former director, officer,
employee or agent of the Corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in Section
7.1 or 7.2 of this Article 7, or in defense of any claim, issue or matter
therein, such person shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by such person in connection therewith.

                                      13
<PAGE>

          7.5. Advance of Expenses.  Expenses (including attorneys' fees)
               -------------------
incurred in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the Corporation on behalf of a
director, officer, employee or agent in advance of the final disposition of such
action, suit or proceeding as authorized by the board of directors in the
specific case upon receipt of an undertaking by or on behalf of the director,
officer, employee or agent to repay such amount if it shall ultimately be
determined that such person is not entitled to be indemnified by the Corporation
as authorized in this Article 7.

          7.6. Indemnification Not Exclusive.  The indemnification and
               -----------------------------
advancement of expenses provided by this Article 7 shall not be deemed exclusive
of any other rights to which any person seeking indemnification or advancement
of expenses may be entitled under any law, any agreement, the certificate of
incorporation, any vote of stockholders or disinterested directors or otherwise,
both as to action in such person's official capacity and as to action in another
capacity while holding such office, and shall continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.

          7.7. Insurance.  The Corporation may purchase and maintain insurance
               ---------
on behalf of any person who is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against any liability asserted against such
person and incurred by such person in any such capacity, or arising out of such
person's status as such, whether or not the corporation would have the power to
indemnify such person against liability under the provisions of this Article 7.

          7.8. Definitions of Certain Terms. For purposes of this Article 7,
               -----------------------------
references to "the Corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers, employees or agents, so that any person who is or was a
director, officer, employee or agent of such constituent corporation, or is or
was serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, shall stand in the same position under the provisions
of this Article 7 with respect to the resulting or surviving corporation as such
person would have with respect to such constituent corporation if its separate
existence had continued.

          For purposes of this Article 7, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to an employee benefit plan;
references to "serving at the request of the Corporation" shall include any
service as a director, officer, employee or agent of the Corporation which
imposes duties on, or involves services by, such director, officer, employee or
agent with respect to an employee benefit plan, its participants, or
beneficiaries; and a person who acted in good faith and in a manner such person
reasonably believed to be in the interest of the participants and

                                      14
<PAGE>

beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the Corporation" as referred to in
this Article 7.

          7.9.   Liability of Directors.  Notwithstanding any provision of the
                 ----------------------
certificate of incorporation or any other provision herein, no director shall be
personally liable to the Corporation or any stockholder for monetary damages for
breach of fiduciary duty as a director, except for any matter in respect of
which such director shall be liable under Section 174 of the Delaware General
Corporation Law or any amendment thereto or successor provision thereof or shall
be liable by reason that, in addition to any and all other requirements for such
liability, he (i) shall have breached his duty of loyalty to the Corporation or
its stockholders, (ii) shall not have acted in good faith, (iii) shall have
acted in a manner involving intentional misconduct or a knowing violation of law
or, in failing to act, shall have acted in a manner involving intentional
misconduct or a knowing violation of law or (iv) shall have derived an improper
personal benefit.

          7.10.  Continuity.  The indemnification and advancement of expenses
                 ----------
provided for in this Article 7 shall, unless otherwise provided when authorized
or ratified, continue as to a person who has ceased to be a director, officer,
employee or agent of the Corporation and shall inure to the benefit of the
heirs, executors and administrators of such a person.

                 ARTICLE EIGHT - CERTIFICATES AND STOCKHOLDERS

          8.1  Certificates for Shares.  Certificates for shares of stock of the
               -----------------------
Corporation shall be in such form as shall be approved by the board of
directors.  The certificates shall be signed by the Chairman of the Board, any
Vice Chairman of the Board or the President or a Vice President and also by the
Secretary or an Assistant Secretary or by the Treasurer or an Assistant
Treasurer. Any and all signatures on the certificate may be a facsimile and may
be sealed with the seal of the Corporation or a facsimile thereof.  If any
officer, transfer agent, or registrar who has signed, or whose facsimile
signature has been placed upon, a certificate has ceased to be such officer,
transfer agent, or registrar before such certificate is issued, such certificate
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.  The certificates
shall be consecutively numbered and shall be entered in the books of the
Corporation as they are issued and shall exhibit the holder's name and the
number of shares.

          8.2  Replacement of Lost, Stolen, or Destroyed Certificates.  The
               ------------------------------------------------------
board of directors may direct a new certificate or certificates to be issued in
place of a certificate or certificates theretofore issued by the Corporation and
alleged to have been lost, stolen, or destroyed, upon the making of an affidavit
of that fact by the person claiming the certificate or certificates representing
shares 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 with a surety or sureties satisfactory to the Corporation in
such sum as it may direct as indemnity against any claim, or expense resulting
from a claim, that

                                      15
<PAGE>

may be made against the Corporation with respect to the certificate or
certificates alleged to have been lost, stolen, or destroyed.

          8.3  Transfer of Shares.  Shares of stock of the Corporation shall be
               ------------------
transferable only on the books of the Corporation by the holders thereof in
person or by their duly authorized attorneys or legal representatives.  Upon
surrender to the Corporation or the transfer agent of the Corporation of a
certificate representing shares duly endorsed or accompanied by proper evidence
of succession, assignment, or authority to transfer, the Corporation or its
transfer agent shall issue a new certificate to the person entitled thereto,
cancel the old certificate, and record the transaction upon its books.

          8.4  Registered Stockholders.  The Corporation shall be entitled to
               -----------------------
treat the holder of record of any share or shares of stock as the holder in fact
thereof and, accordingly, 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.

          8.5  Regulations.  The board of directors shall have the power and
               -----------
authority to make all such rules and regulations as they may deem expedient
concerning the issue, transfer, and registration or the replacement of
certificates for shares of stock of the Corporation.

          8.6  Legends.  The board of directors shall have the power and
               -------
authority to provide that certificates representing shares of stock bear such
legends as the board of directors deems appropriate to assure that the
Corporation does not become liable for violations of federal or state securities
laws or other applicable law.

                      ARTICLE NINE - AFFILIATED TRANSACTIONS

          9.1. Validity.  Except as otherwise provided in the certificate of
               --------
incorporation and except as otherwise provided in this bylaw, if Section 9.2 is
satisfied, no contract or transaction between the Corporation and any of its
directors or officers, or any corporation, partnership, association or other
organization in which any of such directors or officers are directors or
officers or have a financial interest, shall be void or voidable solely because
of this relationship, or solely because of the presence of the director or
officer at the meeting of the board of directors or committee thereof
authorizing the contract or transaction, or solely because any such director's
or officer's votes are counted for such purpose.

          9.2. Disclosure; Approval; Fairness.  Section 9.1 shall apply only if:
               ------------------------------

               (a) the material facts as to the director's or officer's
          relationship or interest and as to the contract or transaction are
          disclosed or are known:

                         (i) to the board of directors (or committee thereof)
                    and it nevertheless in good faith authorizes or ratifies the
                    contract or transaction

                                      16
<PAGE>

                    by the affirmative vote of a majority of the disinterested
                    directors, even though the disinterested directors be less
                    than a quorum, each interested director to be counted in
                    determining whether a quorum is present but not in
                    calculating the vote; or

                         (ii) to the stockholders entitled to vote thereon and
                    they nevertheless authorize or ratify the contract or
                    transaction in good faith by the affirmative requisite vote
                    of the stockholders; or

                    (b) the contract or transaction is fair to the Corporation
          as of the time it is authorized, approved or ratified by the board of
          directors (or committee thereof) or the stockholders.

          9.3. Nonexclusive.  This provision shall not be construed to
               ------------
invalidate a contract or transaction which would be valid in the absence of this
provision.

                     ARTICLE TEN - MISCELLANEOUS PROVISIONS

          10.1 Dividends.  Subject to provisions of law and the certificate of
               ---------
incorporation of the Corporation, dividends may be declared by the board of
directors at any regular or special meeting and may be paid in cash, in
property, or in shares of stock of the Corporation.  Such declaration and
payment shall be at the discretion of the board of directors.

          10.2 Reserves.  There may be created by the board of directors out of
               --------
funds of the Corporation legally available therefor such reserve or reserves as
the directors from time to time, in their discretion, consider proper to provide
for contingencies, to equalize dividends, or to repair or maintain any property
of the Corporation, or for such other purpose as the board of directors shall
consider beneficial to the Corporation, and the board of directors may modify or
abolish any such reserve in the manner in which it was created.

          10.3 Books and Records.  The Corporation shall keep correct and
               -----------------
complete books and records of account, shall keep minutes of the proceedings of
its stockholders and board of directors and shall keep at its registered office
or principal place of business, or at the office of its transfer agent or
registrar, a record of its stockholders, giving the names and addresses of all
stockholders and the number and class of the shares held by each.

          10.4 Fiscal Year.  The fiscal year of the Corporation shall be fixed
               -----------
by the board of directors; provided, that if such fiscal year is not fixed by
the board of directors and the selection of the fiscal year is not expressly
deferred by the board of directors, the fiscal year shall be the calendar year.

                                      17
<PAGE>

          10.5 Seal.  The seal of the Corporation shall be such as from time to
               ----
time may be approved by the board of directors.

          10.6 Resignations.  Any director, committee member, or officer may
               ------------
resign by so stating at any meeting of the board of directors or by giving
written notice to the board of directors, the Chairman of the Board, the Chief
Executive Officer, or the Secretary.  Such resignation shall take effect at the
time specified therein or, if no time is specified therein, immediately upon its
receipt.  Unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective.

          10.7 Securities of Other Corporations.  The Chairman of the Board, the
               --------------------------------
Vice Chairman of the Board, the Chief Executive Officer, the President or any
Vice President of the Corporation shall have the power and authority to
transfer, endorse for transfer, vote, consent, or take any other action with
respect to any securities of another issuer which may be held or owned by the
Corporation and to make, execute, and deliver any waiver, proxy, or consent with
respect to any such securities.

          10.8 Telephone Meetings.  Stockholders (acting for themselves or
               ------------------
through a proxy), members of the board of directors, and members of a committee
of the board of directors may participate in and hold a meeting of such
stockholders, board of directors, or committee by means of a conference
telephone or similar communications equipment by means of which persons
participating in the meeting can hear each other, and participation in a meeting
pursuant to this section shall constitute presence in person at such meeting,
except where a person participates in the meeting for the express purpose of
objecting to the transaction of any business on the ground that the meeting is
not lawfully called or convened.

          10.9 Action Without a Meeting.  (a)  Unless otherwise provided in the
               ------------------------
certificate of incorporation of the Corporation or prohibited by any securities
exchange of which the Corporation is a member, any action required by the
Delaware General Corporation Law to be taken at any annual or special meeting of
the stockholders, or any action which may be taken at any annual or special
meeting of the stockholders, may be taken without a meeting, without prior
notice, and without a vote, if a consent or consents in writing, setting forth
the action so taken, shall be signed by the holders (acting for themselves or
through a proxy) of outstanding stock having not less than the minimum number of
votes that would be necessary to authorize or take such action at a meeting at
which the holders of all shares entitled to vote thereon were present and voted
and shall be delivered to the Corporation by delivery to its registered office
in the State of Delaware, its principal place of business, or an officer or
agent of the Corporation having custody of the book in which proceedings of
meetings of stockholders are recorded. Every written consent of stockholders
shall bear the date of signature of each stockholder who signs the consent and
no written consent shall be effective to take the corporate action referred to
therein unless, within sixty days of the earliest dated consent delivered in the
manner required by this Section 10.9(a) to the Corporation, written consents
signed by a sufficient number of holders to take action are delivered to the
Corporation by delivery to its registered office in the State of Delaware, its
principal place of business, or an officer or agent of the Corporation having
custody

                                      18
<PAGE>

of the book in which proceedings of meetings of stockholders are recorded.
Delivery made to the Corporation's registered office, principal place of
business, or such officer or agent shall be by hand or by certified or
registered mail, return receipt requested.

          (b)   Unless otherwise restricted by the certificate of incorporation
of the Corporation or by these bylaws, any action required or permitted to be
taken at a meeting of the board of directors, or of any committee of the board
of directors, may be taken without a meeting if a consent or consents in
writing, setting forth the action so taken, shall be signed by all the directors
or all the committee members, as the case may be, entitled to vote with respect
to the subject matter thereof, and such consent shall have the same force and
effect as a vote of such directors or committee members, as the case may be, and
may be stated as such in any certificate or document filed with the Secretary of
State of the State of Delaware or in any certificate delivered to any person.
Such consent or consents shall be filed with the minutes of proceedings of the
board or committee, as the case may be.

          10.10     Invalid Provisions.  If any part of these bylaws shall be
                    ------------------
held invalid or inoperative for any reason, the remaining parts, so far as it is
possible and reasonable, shall remain valid and operative.

          10.11     Mortgages, etc.  With respect to any deed, deed of trust,
                    ---------------
mortgage, or other instrument executed by the Corporation through its duly
authorized officer or officers, the attestation to such execution by the
Secretary of the Corporation shall not be necessary to constitute such deed,
deed of trust, mortgage, or other instrument a valid and binding obligation
against the Corporation unless the resolutions, if any, of the board of
directors authorizing such execution expressly state that such attestation is
necessary.

          10.12     Headings.  The headings used in these bylaws have been
                    --------
inserted for administrative convenience only and do not constitute matter to be
construed in interpretation.

          10.13     References.  Whenever herein the singular number is used,
                    ----------
the same shall include the plural where appropriate, and words of any gender
should include each other gender where appropriate.

          10.14     Amendments.  These bylaws may be altered, amended, or
                    ----------
repealed or new bylaws may be adopted by a majority of the entire board of
directors at any meeting of the board of directors.  The stockholders of the
Corporation shall have the power to adopt, amend or repeal any provisions of the
bylaws only to the extent and in the manner provided in the certificate of
incorporation of the Corporation.   Notwithstanding any other provision
contained herein to the contrary, these bylaws shall not be amended so as to
make them inconsistent with any provision of the certificate of incorporation.
The affirmative vote of the holders of at least 80% of the voting power of all
of the then-outstanding shares of the Voting Stock (as defined in the
certificate of incorporation), voting together as a single class, and the
approval of a majority of the Continuing Directors )as defined in Article 13 of
the certificate of incorporation) shall be required to alter, amend, repeal, or
adopt any provision inconsistent with the preceding sentence.

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<PAGE>

                                  CERTIFICATE


          I, William D. Pratt, Executive Vice President, General Counsel and
Secretary of Hollywood Casino Corporation, a Delaware corporation (the
"Corporation"), do hereby certify that the foregoing document is a true and
correct copy of the Corporation's Second Amended and Restated Bylaws as adopted
by the Board of Directors of the Corporation on December 15, 1999.

               IN WITNESS WHEREOF, I have hereunto set my hand as of the 15/th/
day of December, 1999.


                              /s/ William D. Pratt
                              -------------------------------------------
                              William D. Pratt, Executive Vice President,
                              General Counsel and Secretary of Hollywood
                              Casino Corporation

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