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                                                                     EXHIBIT 3.2


                             AMENDED AND RESTATED


                                    BYLAWS


                                      of


                       TCI SATELLITE ENTERTAINMENT, INC.


                         As adopted November 10, 1997,
         amending and restating the Bylaws adopted on October 24, 1996
<PAGE>

                       TCI SATELLITE ENTERTAINMENT, INC.

                            A DELAWARE CORPORATION

                                    BYLAWS

                           ________________________

                                   ARTICLE I

                                 STOCKHOLDERS


          Section 1.1  Annual Meeting.
                       --------------

          An annual meeting of stockholders for the purpose of electing
directors and of transacting such other business as may come before it shall be
held each year at such date, time, and place, either within or without the State
of Delaware, as may be specified by the Board of Directors in the notice of
meeting.

          Section 1.2  Special Meetings.
                       ----------------

          Except as otherwise provided in the terms of any series of preferred
stock or unless otherwise provided by law or by the Certificate of
Incorporation, special meetings of stockholders of the Corporation, for any
purpose or purposes, shall be called by the Secretary of the Corporation only
(i) upon written request of the holders of not less than 66% of the total
voting power of the outstanding capital stock of the Corporation entitled to
vote at such meeting or (ii) at the request of not less than 75% of the members
of the Board of Directors then in office. Special meetings of

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stockholders for any purpose or purposes may be held at such time and place
either within or without the State of Delaware as may be stated in the notice of
meeting.

          Section 1.3  Notice of Meetings.
                       ------------------

          Written notice of stockholders meetings, stating the place, date, and
hour thereof, and, in the case of a special meeting, the purpose or purposes for
which the meeting is called, shall be given by the Chairman of the Board, the
Chief Executive Officer, the President, any Vice President, the Secretary, or an
Assistant Secretary, to each stockholder entitled to vote thereat at least ten
days but not more than sixty days before the date of the meeting, unless a
different period is prescribed by law.

          Section 1.4  Notice of Nominations for the Election of Directors.
                       ---------------------------------------------------

          1.4.1  Annual Meetings of Stockholders.
                 -------------------------------

          (a) Nominations of persons for election to the Board of Directors of
the Corporation may be made at an annual meeting of stockholders (i) pursuant to
the Corporation's notice of meeting delivered pursuant to Section 1.3 of these
Bylaws, (ii) by or at the direction of the Chairman of the Board or the Board of
Directors or (iii) by any stockholder of the Corporation who is entitled to vote
at the meeting, who complied with the notice procedures set forth in this Bylaw
and who was a stockholder of record at the time such notice is delivered to the
Secretary of the Corporation.

          (b) For nominations to be properly made at an annual meeting by a
stockholder pursuant to clause (iii) of Section 1.4.1(a) of this Bylaw, the
stockholder must have given timely notice thereof in writing to the Secretary of
the Corporation. To be timely, a stockholder's notice shall be delivered to the
Secretary at the principal executive offices of the Corporation not less than

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ninety days nor more than one hundred twenty days prior to the first anniversary
of the preceding year's annual meeting; provided, however, that in the event
that the date of the annual meeting is advanced by more than twenty days, or
delayed by more than seventy days, from such anniversary date, notice by the
stockholder to be timely must be so delivered not earlier than the one hundred
twentieth day prior to such annual meeting and not later than the close of
business on the later of the ninetieth day prior to such annual meeting or the
tenth day following the day on which public announcement of the date of such
meeting is first made. Such stockholder's notice shall set forth (a) as to each
person whom the stockholder proposes to nominate for election or reelection as a
director all information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors, or is otherwise
required, in each case pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), including such person's written
consent to being named in the proxy statement as a nominee and to serving as a
director if elected; and (b) as to the stockholder giving the notice and the
beneficial owner, if any, on whose behalf the nomination or proposal is made (i)
the name and address of such stockholder, as they appear on the Corporation's
books, and of such beneficial owner, (ii) the series and number of shares of the
Corporation which are of record and owned beneficially by such stockholder and
such beneficial owner and (iii) a representation that such stockholder is
entitled to vote at the meeting and intends to appear in person or proxy at the
meeting to nominate the person specified in the notice.

          1.4.2  Special Meetings of Stockholders.
                 --------------------------------

          Only such business shall be conducted at a special meeting of
stockholders as shall have been brought before the meeting pursuant to the
Corporation's notice of meeting pursuant to

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Section 1.3 of these Bylaws. Nominations of persons for election to the Board of
Directors may be made at a special meeting of stockholders at which directors
are to be elected pursuant to the Corporation's notice of meeting (a) by or at
the direction of the Board of Directors or (b) by any stockholder of the
Corporation who is entitled to vote at the meeting, who complied with the notice
procedures set forth in this Bylaw and who was a stockholder of record at the
time such notice is delivered to the Secretary of the Corporation. For
nominations to be properly made at such a special meeting by a stockholder
pursuant to clause (b) of the preceding sentence, the stockholder must have
given timely written notice to the Secretary of the Corporation. To be timely, a
stockholder's notice shall be delivered to the Secretary at the principal
executive offices of the Corporation not earlier than the one hundred twentieth
day prior to such special meeting and not later than the close of business on
the later of the ninetieth day prior to such special meeting or the tenth day
following the day on which public announcement is first made of the date of the
special meeting.

          1.4.3  General.
                 -------

          (a) Only persons who are nominated in accordance with the procedures
set forth in this Bylaw shall be eligible to serve as directors.  Except as
otherwise provided by law, the Certificate of Incorporation or these Bylaws, the
chairman of the meeting shall have the power and duty to determine whether a
nomination was made in accordance with the procedures set forth in this Bylaw
and, if any proposed nomination is not in compliance with this Bylaw, to declare
that such defective nomination shall be disregarded.

          (b) For purposes of this Bylaw, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or comparable national

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news service or in a document publicly filed by the Corporation with Securities
and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

          (c) Notwithstanding the foregoing provisions of this Bylaw, a
stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters set
forth in this Bylaw.  Nothing in this Bylaw shall be deemed to affect any rights
of stockholders to request inclusion of proposals in the Corporation's proxy
statement pursuant to Rule 14a-8 under the Exchange Act.

          Section 1.5  Quorum.
                       ------

          Subject to the rights of the holders of any series of preferred stock
and except as otherwise provided by law or in the Certificate of Incorporation
or these Bylaws, at any meeting of stockholders, the holders of a majority in
total voting power of the outstanding shares of stock entitled to vote at the
meeting shall be present or represented by proxy in order to constitute a quorum
for the transaction of any business.  In the absence of a quorum, the holders of
a majority in total voting power of the shares that are present in person or by
proxy or the chairman of the meeting may adjourn the meeting from time to time
in the manner provided in Section 1.6 of these Bylaws until a quorum shall
attend.

          Section 1.6  Adjournment.
                       -----------

          Any meeting of stockholders, annual or special, may adjourn from time
to time to reconvene at the same or some other place, and notice need not be
given of any such adjourned meeting if the time and place thereof are announced
at the meeting at which the adjournment is taken. At the adjourned meeting, the
Corporation may transact any business which might have been transacted at the
original meeting. If the adjournment is for more than thirty days, or if after
the

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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 meeting.

          Section 1.7  Organization.
                       ------------

          The Chairman of the Board, or in his absence the Chief Executive
Officer, or in their absence the President, or in their absence any Vice
President, shall call to order meetings of stockholders and shall act as
chairman of such meetings.  The Board of Directors or, if the Board fails to
act, the stockholders, may appoint any stockholder, director, or officer of the
Corporation to act as chairman of any meeting in the absence of the Chairman of
the Board, the Chief Executive Officer, the President and all Vice Presidents.

          The Secretary shall act as secretary of all meetings of stockholders,
but, in the absence of the Secretary, the chairman of the meeting may appoint
any other person to act as secretary of the meeting.

          Section 1.8  Voting.
                       ------

          Subject to the rights of the holders of any series of preferred stock
and except as otherwise provided by law, the Certificate of Incorporation or
these Bylaws and except for the election of directors, at any meeting duly
called and held at which a quorum is present, the affirmative vote of a majority
of the combined voting power of the shares present in person or represented by
proxy at the meeting and entitled to vote on the subject matter shall be the act
of the stockholders.  Subject to the rights of the holders of any series of
preferred stock, at any meeting duly called and held for the election of
directors at which a quorum is present, directors shall be elected by a
plurality of the combined voting power of the shares present in person or
represented by proxy at the meeting and entitled to vote on the election of
directors.

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          Section 1.9  Voting List.
                       -----------

          (a) A complete list of the stockholders of the Corporation entitled to
vote at the meeting, arranged in alphabetical order, and showing the address of
each stockholder and the number and series of shares registered in the name of
each stockholder shall be prepared by the officer who has charge of the stock
ledger of the Corporation at least 10 days before every meeting of stockholders.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
10 days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.

          (b) Upon the willful neglect or refusal of the directors to produce
such a list at any meeting for the election of directors, they shall be
ineligible for election to any office at such meeting.
          (c) The stock ledger shall be the only evidence as to who are the
stockholders entitled to vote in person or by proxy at any meeting of
stockholders or entitled to examine the stock ledger, the list required by this
section or the books of the Corporation.

          Section 1.10  Stockholder Action Without a Meeting.
                        ------------------------------------

          Subject to the rights of the holders of any series of preferred stock,
stockholder action may be taken only at an annual or special meeting. Except as
otherwise provided in the terms of any series of preferred stock, no action
required to be taken or which may be taken at any annual meeting

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or special meeting of stockholders may be taken without a meeting, and the power
of stockholders to consent in writing, without a meeting, is specifically
denied.

          Section 1.11.  Inspectors of Election.
                         ----------------------

          The Corporation may, and shall if required by law, in advance of any
meeting of stockholders, appoint one or more inspectors of election, who may be
employees of the Corporation, to act at the meeting or any adjournment thereof
and to make a written report thereof.  The Corporation may designate one or more
persons as alternate inspectors to replace any inspector who fails to act.  In
the event that no inspector so appointed or designated is able to act at a
meeting of stockholders, the person presiding at the meeting shall appoint one
or more inspectors to act at the meeting.  Each inspector, before entering upon
the discharge of his or her duties, shall take and sign an oath to execute
faithfully the duties of inspector with strict impartiality and according to the
best of his or her ability.  The inspector or inspectors so appointed or
designated shall (i) ascertain the number of outstanding shares of capital stock
of the Corporation and the voting power of each such share, (ii) determine the
shares of capital stock of the Corporation represented at the meeting and the
validity of proxies and ballots, (iii) count all votes and ballots, (iv)
determine and retain for a reasonable period a record of the disposition of any
challenges made to any determination by the inspectors, and (v) certify their
determination of the number of shares of capital stock of the Corporation
represented at the meeting and such inspectors' count of all votes and ballots.
Such certification and report shall specify such other information as may be
required by law.  In determining the validity and counting of proxies and
ballots cast at any meeting of stockholders of the Corporation, the inspectors
may consider such information as is permitted by applicable law.  No person who
is a candidate for an office at an election may serve as an inspector at such
election.

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                                  ARTICLE II

                              BOARD OF DIRECTORS


          Section 2.1  Number and Term of Office.
                       -------------------------

          (a) The governing body of this Corporation shall be a Board of
Directors.  Subject to any rights of the holders of any series of preferred
stock to elect additional directors, the Board of Directors shall be comprised
of not less than three (3) members.  The Board of Directors, by resolution
adopted by the affirmative vote of 75% of the members of the Board of Directors
then in office, may increase or decrease the number of directors.  Directors
need not be stockholders of the Corporation.

          (b) Except as otherwise fixed by the Certificate of Incorporation
relating to the rights of the holders of any series of preferred stock to
separately elect additional directors, which additional directors are not
required to be classified pursuant to the terms of such series of preferred
stock, the Board of Directors shall be divided into three classes: Class I,
Class II and Class III. Each class shall consist, as nearly as possible, of a
number of directors equal to one-third (33%) of the then authorized number of
members of the Board of Directors. The term of office of the initial Class I
directors shall expire at the annual meeting of stockholders in 1997; the term
of office of the initial Class II directors shall expire at the annual meeting
of stockholders in 1998; and the term of office of the initial Class III
directors shall expire at the annual meeting of stockholders in 1999. At each
annual meeting of stockholders of the Corporation, the successors of that class
of directors whose term expires at that meeting shall be elected to hold office
for a term expiring at the annual meting of stockholders held in the third year
following the year of their election. The directors of each class will serve
until their respective successors are elected and qualified.

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          Section 2.2  Resignations.
                       ------------

          Any director of the Corporation, or any member of any committee, may
resign at any time by giving written notice to the Board of Directors, the
Chairman of the Board, the Chief Executive Officer, the President or Secretary
of the Corporation.  Any such resignation shall take effect at the time
specified therein or, if the time be not specified therein, then upon receipt
thereof.  The acceptance of such resignation shall not be necessary to make it
effective unless otherwise stated therein.

          Section 2.3  Removal of Directors.
                       --------------------

          Subject to the rights of the holders of any series of preferred stock,
directors may be removed from office only for cause (as hereinafter defined),
but not without cause, upon the affirmative vote of the holders of not less than
66 2/3% of the total voting power of the then outstanding capital stock of the
Corporation entitled to vote thereon, voting together as a single class. Except
as may otherwise be provided by law, "cause" for removal, for purposes of this
Section, shall exist only if: (i) the director whose removal is proposed has
been convicted of a felony, or has been granted immunity to testify in an action
where another has been convicted of a felony, by a court of competent
jurisdiction and such conviction is no longer subject to direct appeal; (ii)
such director has became mentally incompetent, whether or not so adjudicated,
which mental incompetence directly affects his ability as a director of the
Corporation, as determined by not less than 66 2/3% of the members of the Board
of Directors then in office (other than such director); or (iii) such director's
actions or failure to act have been determined by at least 66 2/3% of the
members of the Board of Directors then in office (other than such director) to
be in derogation of the director's duties.

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          Section 2.4  Newly Created Directorships and Vacancies.
                       -----------------------------------------

          Subject to the rights of the holders of any series of preferred stock,
vacancies on the Board of Directors resulting from death, resignation, removal,
disqualification or other cause, and newly created directorships resulting from
any increase in the number of directors on the Board of Directors, shall be
filled by the affirmative vote of a majority of the remaining directors then in
office (even though less than a quorum) or by the sole remaining director.  Any
director elected in accordance with the preceding sentence shall hold office for
the remainder of the full term of the class of directors in which the vacancy
occurred or to which the new directorship is apportioned, and until such
director's successor shall have been elected and qualified.  No decrease in the
number of directors constituting the Board of Directors shall shorten the term
of any incumbent director, except as may be provided in the terms of any series
of preferred stock with respect to any additional director elected by the
holders of such series of preferred stock.

          Section 2.5  Chairman of the Board.
                       ---------------------

          The directors shall elect one of their members to be Chairman of the
Board of Directors.  He shall perform such duties as may from time to time be
assigned to him by the Board of Directors.  The Chairman of the Board shall be
subject to the control of and may be removed from such office by the Board of
Directors.

          Section 2.6  Meetings.
                       --------

          The annual meeting of the Board of Directors, for the election of
officers and the transaction of such other business as may come before the
meeting, shall be held either (a) without notice at the same place as, and
immediately following, the annual meeting of the stockholders or

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(b) as soon as practicable after the annual meeting of stockholders on such date
and at such time and place as the Board of Directors determines.

          Notice of each regular meeting shall be furnished in writing to each
member of the Board of Directors not less than five days in advance of said
meeting, unless such notice requirement is waived in writing by each member.  No
notice need be given of the meeting immediately following an annual meeting of
stockholders.

          Special meetings of the Board of Directors shall be held at such time
and place as shall be designated in the notice of the meeting.  Special meetings
of the Board of Directors may be called by the Chairman of the Board or the
Chief Executive Officer, and shall be called by the President or Secretary of
the Corporation upon the written request of not less than 75% of the members of
the Board of Directors then in office.

          Section 2.7  Notice of Special Meetings.
                       --------------------------

          The Secretary, or in his absence any other officer of the Corporation,
shall give each director notice of the time and place of holding of special
meetings of the Board of Directors by mail at least 10 days before the meeting,
or by facsimile, telegram, cable, or personal service at least three days before
the meeting unless such notice requirement is waived in writing by each member.
Unless otherwise stated in the notice thereof, any and all business may be
transacted at any meeting without specification of such business in the notice.

          Section 2.8  Quorum and Organization of Meetings.
                       -----------------------------------

          A majority of the total number of members of the Board of Directors as
constituted from time to time shall constitute a quorum for the transaction of
business, but, if at any meeting of the Board of Directors (whether or not
adjourned from a previous meeting) there shall be less than

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a quorum present, a majority of those present may adjourn the meeting to another
time and place, and the meeting may be held as adjourned without further notice
or waiver. Except as otherwise provided by law, the Certificate of Incorporation
or these Bylaws, a majority of the directors present at any meeting at which a
quorum is present may decide any question brought before such meeting. Meetings
shall be presided over by the Chairman of the Board or in his absence by such
other person as the directors may select. The Board of Directors shall keep
written minutes of its meetings. The Secretary of the Corporation shall act as
secretary of the meeting, but in his absence the chairman of the meeting may
appoint any person to act as secretary of the meeting.

          Section 2.9  Indemnification.
                       ---------------

          The Corporation shall indemnify members of the Board of Directors and
officers of the Corporation and their respective heirs, personal representatives
and successors in interest for or on account of any action performed on behalf
of the Corporation, to the fullest extent permitted by the laws of the State of
Delaware and the Certificate of Incorporation, as now or hereafter in effect.

          Section 2.10  Executive Committee of the Board of Directors.
                        ---------------------------------------------

          The Board of Directors, by the affirmative vote of not less than 75%
of the members of the Board of Directors then in office, may designate an
executive committee, all of whose members shall be directors, to manage and
operate the affairs of the Corporation or particular properties or enterprises
of the Corporation. Subject to the limitations of the law of the State of
Delaware and the Certificate of Incorporation, such executive committee shall
exercise all powers and authority of the Board of Directors in the management of
the business and affairs of the Corporation including, but not limited to, the
power and authority to authorize the issuance of shares of common stock in an
amount not in excess of such number of shares as shall be specifically

                                       13

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authorized from time to time by the Board of Directors in respect of a
particular transaction. The executive committee shall keep minutes of its
meetings and report to the Board of Directors not less often than quarterly on
its activities and shall be responsible to the Board of Directors for the
conduct of the enterprises and affairs entrusted to it.

          Section 2.11  Other Committees of the Board of Directors.
                        ------------------------------------------

          The Board of Directors may by resolution establish committees other
than an executive committee and shall specify with particularity the powers and
duties of any such committee.  Subject to the limitations of the laws of the
State of Delaware and the Certificate of Incorporation, any such committee shall
exercise all powers and authority specifically granted to it by the Board of
Directors, which powers may include the authority to authorize the issuance of
shares of common stock of the Corporation in an amount not in excess of such
number of shares as shall be specifically authorized from time to time by the
Board of Directors in respect of a particular transaction.  Such committees
shall serve at the pleasure of the Board; keep minutes of their meetings; and
have such names as the Board of Directors by resolution may determine and shall
be responsible to the Board of Directors for the conduct of the enterprises and
affairs entrusted to them.

          Section 2.12  Committees Generally.
                        --------------------

          The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of such committee. In the absence or disqualification of a
member of a committee, 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 in place of any such absent or disqualified member. Each committee that
may be established by the

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Board of Directors pursuant to these Bylaws may fix its own rules and
procedures. Notice of meetings of committees, other than of regular meetings
provided for by such rules, shall be given to committee members.

          Section 2.13  Directors' Compensation.
                        -----------------------

          Directors shall receive such compensation for attendance at any
meetings of the Board and any expenses incidental to the performance of their
duties as the Board of Directors shall determine by resolution.  Such
compensation may be in addition to any compensation received by the members of
the Board of Directors in any other capacity.

          Section 2.14  Action Without Meeting.
                        ----------------------

          Nothing contained in these Bylaws shall be deemed to restrict the
power of members of the Board of Directors or any committee designated by the
Board to take any action required or permitted to be taken by them without a
meeting.

          Section 2.15  Telephone Meetings.
                        ------------------

          Nothing contained in these Bylaws shall be deemed to restrict the
power of members of the Board of Directors, or any committee designated by the
Board of Directors, to participate in a meeting of the Board of Directors, or
committee, by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other.

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                                  ARTICLE III

                                   OFFICERS

          Section 3.1  Executive Officers.
                       ------------------

          The officers of the Corporation shall be a Chairman of the Board, a
Chief Executive Officer, a President, one or more Vice Presidents, a Chief
Financial Officer, a Treasurer and a Secretary, each of whom shall be elected by
the Board of Directors. The Chairman of the Board and the Chief Executive
Officer shall be elected from among the members of the Board of Directors.  The
Board of Directors may elect or appoint from time to time such other or
additional officers as in its opinion are desirable for the conduct of the
business of the Corporation.  Subject to Section 3.3, each officer shall hold
office until the first meeting of the Board of Directors following the next
annual meeting of stockholders following their respective election.  Any person
may hold at one time two or more offices; provided, however, that the Chief
                                          --------  -------
Executive Officer shall not hold any other office except that of Chairman of the
Board or President.

          Section 3.2  Powers and Duties of Officers.
                       -----------------------------

          The Chairman of the Board shall have overall responsibility for the
management and direction of the business and affairs of the Corporation and
shall exercise such duties as customarily pertain to the office of Chairman of
the Board and such other duties as may be prescribed from time to time by the
Board of Directors. He shall be the senior officer of the Corporation and in
case of the inability or failure of the Chief Executive Officer or the President
to perform his duties, he shall perform the duties of such office. He may
appoint and terminate the appointment or election of officers, agents, or
employees other than those appointed or elected by the Board of Directors. He
may sign, execute and deliver, in the name of the Corporation, powers of
attorney, contracts, bonds

                                       16

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and other obligations which implement policies established by the Board of
Directors. The Chairman of the Board shall preside at all meetings of
stockholders and of the Board of Directors at which he is present and shall
perform such other duties as may be prescribed from time to time by the Board of
Directors or these Bylaws.

          The Chief Executive Officer shall be responsible for the active
direction of the daily business of the Corporation and shall exercise such
duties as customarily pertain to the office of Chief Executive Officer and such
other duties as may be prescribed from time to time by the Board of Directors or
the Chairman of the Board.  He may appoint and terminate the appointment or
election of officers, agents, or employees other than those appointed or elected
by the Board of Directors or the Chairman of the Board.  He may sign, execute
and deliver, in the name of the Corporation, powers of attorney, contracts,
bonds and other obligations which implement policies established by the Board of
Directors.  In the absence or disability of the Chairman of the Board, the Chief
Executive Officer shall perform the duties and exercise the powers of the
Chairman of the Board.

          The President shall be the chief operating officer of the Corporation
and shall exercise such duties as customarily pertain to the office of the
President and chief operating officer and such other duties as may be prescribed
from time to time by the Board of Directors, the Chairman of the Board or the
Chief Executive Officer. He may appoint and terminate the appointment or
election of officers, agents, or employees other than those appointed or elected
by the Board of Directors, the Chairman of the Board or the Chief Executive
Officer. He may sign, execute and deliver, in the name of the Corporation,
powers of attorney, contracts, bonds and other obligations which implement
policies established by the Board of Directors. In the absence or disability of
the Chief

                                       17

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Executive Officer, the President shall perform the duties and exercise the
powers of the Chief Executive Officer.

          Vice Presidents shall have such powers and perform such duties as may
be assigned to them by the Chairman of the Board, the Chief Executive Officer,
the President, the executive committee, if any, or the Board of Directors.  A
Vice President may sign and execute contracts and other obligations pertaining
to the regular course of his duties which implement policies established by the
Board of Directors.

          The Chief Financial Officer shall be the principal financial officer
of the Corporation and shall have such powers and perform such duties as may be
assigned by the Chairman of the Board, the Chief Executive Officer, the
President, the executive committee, if any, or the Board of Directors.  The
Chief Financial Officer may sign and execute contracts and obligations
pertaining to the regular course of his duties which implement policies
established by the Board of Directors.

          The Treasurer shall be the principal accounting officer of the
Corporation. Unless the Board of Directors otherwise declares by resolution, the
Treasurer shall have general custody of all the funds and securities of the
Corporation and general supervision of the collection and disbursement of funds
of the Corporation. He shall endorse for collection on behalf of the Corporation
checks, notes and other obligations, and shall deposit the same to the credit of
the Corporation in such bank or banks or depository as the Board of Directors
may designate. He may sign, with the Chairman of the Board, the Chief Executive
Officer, the President, or such other person or persons as may be designated for
the purpose by the Board of Directors, all bills of exchange or promissory notes
of the Corporation. He shall enter or cause to be entered regularly in the books
of the Corporation a full and accurate account of all moneys received and paid
by him on

                                       18

<PAGE>

account of the Corporation; shall at all reasonable times exhibit his books and
accounts to any director of the Corporation upon application at the office of
the Corporation during business hours; and, whenever required by the Board of
Directors, the Chief Executive Officer or the President, shall render a
statement of his accounts. He shall perform such other duties as may be
prescribed from time to time by the Board of Directors or by these Bylaws. He
may be required to give bond for the faithful performance of his duties in such
sum and with such surety as shall be approved by the Board of Directors. Any
Assistant Treasurer shall, in the absence or disability of the Treasurer,
perform the duties and exercise the powers of the Treasurer and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.

          The Secretary shall keep the minutes of all meetings of the
stockholders and of the Board of Directors. The Secretary shall cause notice to
be given of meetings of stockholders, of the Board of Directors, and of any
committee appointed by the Board of Directors. He shall have custody of the
corporate seal, minutes and records relating to the conduct and acts of the
stockholders and Board of Directors, which shall, at all reasonable times, be
open to the examination of any director. The Secretary or any Assistant
Secretary may certify the record of proceedings of the meetings of the
stockholders or of the Board of Directors or resolutions adopted at such
meetings; may sign or attest certificates, statements or reports required to be
filed with governmental bodies or officials; may sign acknowledgments of
instruments; may give notices of meetings; and shall perform such other duties
and have such other powers as the Board of Directors may from time to time
prescribe.

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<PAGE>

          Section 3.3  Resignations; Removals.
                       ----------------------

          (a) Any officer of the Corporation may resign at any time, subject to
any rights or obligations under any then existing contracts between such officer
and the Corporation, by giving written notice to the Board of Directors, the
Chairman of the Board, the Chief Executive Officer, the President or the
Secretary of the Corporation.  Any such resignation shall take effect at the
time specified therein or, if the time be not specified therein, then upon
receipt thereof.  The acceptance of such resignation shall not be necessary to
make it effective unless otherwise stated therein.

          (b) The Board of Directors at any meeting thereof, or by written
consent, at any time, may, to the extent permitted by law, remove with or
without cause from office or terminate the employment of any officer, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed.

          (c) Any vacancy in the office of any officer through death,
resignation, removal, disqualification, or other cause may be filled at any time
by the Board of Directors or if such officer was appointed by the Chairman of
the Board, the Chief Executive Officer or the President, then by the Chairman of
the Board, the Chief Executive Officer or the President, as applicable.

          Section 3.4  Bank Accounts.
                       -------------

          In addition to such bank accounts as may be authorized in the usual
manner by resolution of the Board of Directors, the Treasurer, with approval of
the Chairman of the Board, the Chief Executive Officer or the President, may
authorize such bank accounts to be opened or maintained in the name and on
behalf of the Corporation as he may deem necessary or appropriate, provided
payments from such bank accounts are to be made upon and according to the check
of the Corporation, which may be signed jointly or singularly by either the
manual or facsimile signature

                                       20

<PAGE>

or signatures of such officers or bonded employees of the Corporation as shall
be specified in the written instructions of the Treasurer or Assistant Treasurer
of the Corporation with the approval of the Chairman of the Board, the Chief
Executive Officer or the President of the Corporation.

          Section 3.5  Proxies.
                       -------

          Unless otherwise provided in the Certificate of Incorporation or
directed by the Board of Directors, the Chairman of the Board, the Chief
Executive Officer or the President or their designees shall have full power and
authority on behalf of the Corporation to attend and to vote upon all matters
and resolutions at any meeting of stockholders of any corporation in which this
Corporation may hold stock, and may exercise on behalf of this Corporation any
and all of the rights and powers incident to the ownership of such stock at any
such meeting, whether regular or special, and at all adjournments thereof, and
shall have power and authority to execute and deliver proxies and consents on
behalf of this Corporation in connection with the exercise by this Corporation
of the rights and powers incident to the ownership of such stock, with full
power of substitution or revocation.

                                  ARTICLE IV

                                 CAPITAL STOCK

          Section 4.1  Stock Certificates.
                       ------------------

          Each stockholder of the Corporation shall be entitled to a certificate
certifying the series and number of shares represented thereby and in such form,
not inconsistent with the law of the State of Delaware or the Certificate of
Incorporation of the Corporation, as the Board of Directors may from time to
time prescribe.

                                       21

<PAGE>

          The certificates of stock shall be signed by the Chairman of the
Board, the Chief Executive Officer, the President or any Vice President and by
the Secretary or any Assistant Secretary or the Treasurer or any Assistant
Treasurer of the Corporation, and sealed with the seal of the Corporation. Such
seal may be a facsimile, engraved or printed. Where any certificate is manually
signed by a transfer agent or by a registrar, the signatures of any officers
upon such certificate may be facsimiles, engraved or printed. In case any
officer, transfer agent or registrar who has signed or whose facsimile signature
has been placed upon any certificate shall have ceased to be such before the
certificate is issued, it may be issued by the Corporation with the same effect
as if such officer, transfer agent or registrar had not ceased to be such at the
time of its issuance.

          Section 4.2  Transfer of Shares.
                       ------------------

          (a) Shares of the capital stock of the Corporation may be transferred
on the books of the Corporation only by the holder of such shares or by his duly
authorized attorney, upon the surrender to the Corporation or its transfer agent
of the certificate representing such stock properly endorsed.

          (b) The person in whose name shares of stock stand on the books of the
Corporation shall be deemed by the Corporation to be the owner thereof for all
purposes, and the Corporation shall not be bound to recognize any equitable or
other claim to or interest in such share or shares on the part of any other
person, whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of the State of Delaware.

                                       22

<PAGE>

          Section 4.3  Fixing Record Date.
                       ------------------

          In order that the Corporation may determine the stockholders entitled
to notice of or to vote at any meeting of stockholders or any adjournment
thereof or entitled to receive 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: (a) in the case of
determination of stockholders entitled to vote at any meeting of stockholders or
adjournment thereof, shall, unless otherwise required by law, not be more than
sixty nor less than ten days before the date of such meeting; and (b) in the
case of any other action, shall not be more than sixty days prior to such other
action.  If no record date is fixed: (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 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; and  (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.  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.

                                       23

<PAGE>

          Section 4.4  Lost Certificates.
                       -----------------

          The Board of Directors or any transfer agent of the Corporation may
direct a new certificate or certificates representing stock of the Corporation
to be issued in place of any certificate or certificates theretofore issued by
the Corporation, alleged to have been lost, stolen, or destroyed, upon the
making of an affidavit of that fact by the person claiming the certificate to be
lost, stolen, or destroyed.  When authorizing such issue of a new certificate or
certificates, the Board of Directors (or any transfer agent of the Corporation
authorized to do so by a resolution of 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 give the Corporation a bond in such sum as the Board of
Directors (or any transfer agent so authorized) shall direct to indemnify the
Corporation against any claim that may be made against the Corporation with
respect to the certificate alleged to have been lost, stolen, or destroyed or
the issuance of such new certificates, and such requirement may be general or
confined to specific instances.

          Section 4.5  Transfer Agent and Registrar.
                       ----------------------------

          The Board of Directors may appoint one or more transfer agents and one
or more registrars and may require all certificates for shares to bear the
manual or facsimile signature or signatures of any of them.

          Section 4.6  Regulations.
                       -----------

          The Board of Directors shall have power and authority to make all such
rules and regulations as it may deem expedient concerning the issue, transfer,
registration, cancellation, and replacement of certificates representing stock
of the Corporation.

                                       24

<PAGE>

                                   ARTICLE V

                              GENERAL PROVISIONS

          Section 5.1  Offices.
                       -------

          The Corporation shall maintain a registered office in the State of
Delaware as required by law.  The Corporation may also have offices in such
other places, either within or without the State of Delaware, as the Board of
Directors may from time to time designate or as the business of the Corporation
may require.

          Section 5.2  Corporate Seal.
                       --------------

          The corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization, and the words "Corporate Seal" and
"Delaware."

          Section 5.3  Fiscal Year.
                       -----------

          The fiscal year of the Corporation shall be determined by resolution
of the Board of Directors.

          Section 5.4  Notices and Waivers Thereof.
                       ---------------------------

          Whenever any notice whatever is required by law, the Certificate of
Incorporation, or these Bylaws to be given to any stockholder, director or
officer, such notice, except as otherwise provided by law, may be given
personally, or by mail, or, in the case of directors or officers, by telegram,
cable or facsimile transmission, addressed to such address as appears on the
books of the Corporation.  Any notice given by telegram, cable or facsimile
transmission shall be deemed to have been given when it shall have been
transmitted and any notice given by mail shall be deemed to have been given
three business days after it shall have been deposited in the United States mail
with postage thereon prepaid.

                                       25

<PAGE>

          Whenever any notice is required to be given by law, the Certificate of
Incorporation, or these Bylaws, a written waiver thereof, signed by the person
entitled to such notice, whether before or after the meeting or the time stated
therein, shall be deemed equivalent in all respects to such notice to the full
extent permitted by law.

          Section 5.5  Saving Clause.
                       -------------

          These Bylaws are subject to the provisions of the Certificate of
Incorporation and applicable law.  In the event any provision of these Bylaws is
inconsistent with the Certificate of Incorporation or the corporate laws of the
State of Delaware, such provision shall be invalid to the extent only of such
conflict, and such conflict shall not affect the validity of any other provision
of these Bylaws.

          Section 5.6  Amendments.
                       ----------

          In furtherance and not in limitation of the powers conferred by the
laws of the State of Delaware, the Board of Directors, by action taken by the
affirmative vote of not less than 75% of the members of the Board of Directors
then in office, is hereby expressly authorized and empowered to adopt, amend or
repeal any provision of the Bylaws of this Corporation.

          Subject to the rights of the holders of any series of preferred stock,
these Bylaws may be adopted, amended or repealed by the affirmative vote of the
holders of not less than 66-2/3% of the total voting power of the then
outstanding capital stock of the Corporation entitled to vote thereon; provided,
however, that this paragraph shall not apply to, and no vote of the stockholders
of the Corporation shall be required to authorize, the adoption, amendment or
repeal of any provision of the Bylaws by the Board of Directors in accordance
with the preceding paragraph.

                                       26