Exhibit 3.2

                                    RESTATED

                                     BY-LAWS

                                       of

                           ContiFinancial Corporation

                            (A Delaware Corporation)

                            ------------------------

                                    ARTICLE 1

                                   DEFINITIONS

                  As used in these By-laws, unless the context otherwise
requires, the term:

                  1.1 "Assistant Secretary" means an Assistant Secretary of the
Corporation.

                  1.2 "Assistant Treasurer" means an Assistant Treasurer of the
Corporation.

                  1.3 "Board" means the Board of Directors of the Corporation.

                  1.4 "Business Day" means any day which is not a Saturday, a
Sunday, or a day on which banks are authorized to close in the City of New York.

                  1.5 "By-laws" means the by-laws of the Corporation, as amended
from time to time.

                  1.6 "Certificate of Incorporation" means the certificate of
incorporation of the Corporation, as amended, supplemented or restated from time
to time.

                  1.7 "Chairman" means the Chairman of the Board of Directors of
the Corporation.
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                  1.8 "Chief Financial Officer" means the Chief Financial
Officer of the Corporation.

                  1.9 "Corporation" means ContiFinancial Corporation.

                  1.10 "Directors" means directors of the Corporation.

                  1.11 "Entire Board" means all directors of the Corporation in
office, whether or not present at a meeting of the Board, but disregarding
vacancies.

                  1.12 "General Corporation Law" means the General Corporation
Law of the State of Delaware, as amended from time to time.

                  1.13 "Office of the Corporation" means the executive office of
the Corporation, anything in Section 131 of the General Corporation Law to the
contrary notwithstanding.

                  1.14 "President" means the President of the Corporation.

                  1.15 "Secretary" means the Secretary of the Corporation.

                  1.16 "Stockholders" means stockholders of the Corporation.

                  1.17 "Treasurer" means the Treasurer of the Corporation.

                  1.18 "Vice President" means a Vice President of the
Corporation.
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                                    ARTICLE 2

                                  STOCKHOLDERS

                  2.1 Place of Meetings. Every meeting of stockholders shall be
held at the office of the Corporation or at such other place within or without
the State of Delaware as shall be specified or fixed in the notice of such
meeting or in the waiver of notice thereof.

                  2.2 Annual Meeting. A meeting of stockholders shall be held
annually for the election of Directors and the transaction of other business on
the second Thursday of August (or, if such day is not a Business Day, then on
the next Business Day) at such hour as may be determined by the Board or at such
other date and hour as may be determined by the Board and designated in the
notice of meeting or in the waiver of notice thereof.

                  2.3 Deferred Meeting for Election of Directors, Etc. If the
annual meeting of stockholders for the election of Directors and the transaction
of other business is not held within the month specified in Section 2.2 hereof,
the Board shall call a meeting of stockholders for the election of Directors and
the transaction of other business as soon thereafter as convenient.

                  2.4 Special Meetings. A special meeting of stockholders,
unless otherwise prescribed by statute, may be called at any time by the Board,
the Chairman of the Board or by the President. At any special meeting of
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stockholders, no business may be transacted other than (i) such business stated
in the notice thereof given pursuant to Section 2.6 hereof or in any waiver of
notice thereof given pursuant to Section 2.7 hereof (in a form prepared by the
Secretary) or (ii) such business as is related to the purpose or purposes of
such meeting and which is properly brought before the meeting by or at the
direction of the Board.

                  2.5 Fixing Record Date. For the purpose of (a) determining the
Stockholders entitled (i) to notice of or to vote at any meeting of Stockholders
or any adjournment thereof or (ii) to receive payment of any dividend or other
distribution or allotment of any rights, or to exercise any rights in respect of
any change, conversion or exchange of stock; or (b) any other lawful action, the
Board may fix a record date, which record date shall not precede the date upon
which the resolution fixing the record date was adopted by the Board and which
record date shall not be (x) in the case of clause (a)(i) above, more than
sixty nor less than ten days before the date of such meeting and (y) in the case
of clause (a)(ii) or (b) above, more than sixty days prior to such action. If
no such record date is fixed:

                  2.5.1 the record date for determining Stockholders entitled to
notice of or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given, or, if
notice is waived, at the close
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      of business on the day next preceding the day on which the meeting is
      held; and

                              2.5.2 the record date for determining stockholders
      for any purpose other than those specified in Section 2.5.1 shall be at
      the close of business on the day on which the Board adopts the resolution
      relating thereto.

Then a determination of Stockholders entitled to notice of or to vote at any
meeting of Stockholders has been made as provided in this Section 2.5, such
determination shall apply to any adjournment thereof unless the Board fixes a
new record date for the adjourned meeting.

                  2.6 Notice of Meetings of Stockholders. Except as otherwise
provided in Section 2.7 hereof, whenever under the provisions of any statute,
the Certificate of Incorporation or these By-laws, Stockholders are required or
permitted to take any action at a meeting, written notice shall be given stating
the place, date and hour of the meeting and, in the case of a special meeting,
the purpose or purposes for which the meeting is called. Unless otherwise
provided by any statute, the Certificate of Incorporation or these By-laws, a
copy of the notice of any meeting shall be given, personally or by mail, not
less than ten nor more than sixty days before the date of the meeting, to each
Stockholder entitled to notice of or to vote at such meeting. If mailed, such
notice shall be deemed to be given when deposited in the United States mail,
with postage prepaid, directed to the Stockholder at his or her address
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as it appears on the records of the Corporation. An affidavit of the Secretary
or an Assistant Secretary or of the transfer agent of the Corporation that the
notice required by this Section 2.6 has been given shall, in the absence of
fraud, be prima facie evidence of the facts stated therein. When a meeting is
adjourned to another time or place, notice need not be given of the adjourned
meeting if the time and place thereof are announced at the meeting at which the
adjournment is taken, and at the adjourned meeting any business may be
transacted that might have been transacted at the meeting as originally called.
If, however, the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each Stockholder of record entitled to
vote at the meeting.

                  2.7 Waivers of Notice. Whenever the giving of any notice is
required by statute, the Certificate of Incorporation or these By-laws, a waiver
thereof, in writing, signed by the Stockholder or Stockholders entitled to said
notice, whether before or after the event as to which such notice is required,
shall be deemed equivalent to notice. Attendance by a Stockholder at a meeting
shall constitute a waiver of notice of such meeting except when the Stockholder
attends a meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business on the ground that the meeting has
not been lawfully called or convened.
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                  2.8 List of Stockholders. The Secretary shall prepare and
make, or cause to be prepared and made, at least ten days before every meeting
of Stockholders, a complete list of the Stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
Stockholder and the number of shares registered in the name of each Stockholder.
Such list shall be open to the examination of any Stockholder, the Stockholder's
agent or attorney, at the Stockholder's expense, for any purpose germane to the
meeting, during ordinary business hours, for a period of at least ten days prior
to the meeting, either at a place within the city where the meeting is to be
held, which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any Stockholder who is present. The Corporation
shall maintain the list of Stockholders in written form or in another form
capable of conversion into written form within a reasonable time. 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. The stock ledger shall be the only evidence as to
who are the Stockholders entitled to examine the stock ledger, the list of
Stockholders or the books of the Corporation, or to vote in person or by proxy
at any meeting of Stockholders.
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                  2.9 Quorum of Stockholders; Adjournment. Except as otherwise
provided by any statute, the Certificate of Incorporation or these By-laws, the
holders of a majority of all outstanding shares of stock entitled to vote at any
meeting of Stockholders, present in person or represented by proxy, shall
constitute a quorum for the transaction of any business at such meeting. Then a
quorum is once present to organize a meeting of Stockholders, it is not broken
by the subsequent withdrawal of any Stockholders. The holders of a majority of
the shares of stock present in person or represented by proxy at any meeting of
Stockholders, including an adjourned meeting, whether or not a quorum is
present, may adjourn such meeting to another time and place. Shares of its own
stock belonging to the Corporation or to another corporation, if a majority of
the shares entitled to vote in the election of directors of such other
corporation is held, directly or indirectly, by the Corporation, shall neither
be entitled to vote nor be counted for quorum purposes; provided, however, that
the foregoing shall not limit the right of the Corporation to vote stock,
including but not limited to its own stock, held by it in a fiduciary capacity.

                  2.10 Voting; Proxies. Unless otherwise provided in the
Certificate of Incorporation, every Stockholder of record shall be entitled at
every meeting of Stockholders to one vote for each share of capital stock
standing in his or her name on the record of Stockholders determined in
accordance with Section 2.5 hereof. If the Certificate of
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Incorporation provides for more or less than one vote for any share on any
matter, each reference in the By-laws or the General Corporation Law to a
majority or other proportion of stock shall refer to such majority or other
proportion of the votes of such stock. The provisions of Sections 212 and 217 of
the General Corporation Law shall apply in determining whether any shares of
capital stock may be voted and the persons, if any, entitled to vote such
shares; but the Corporation shall be protected in assuming that the persons in
whose names shares of capital stock stand on the stock ledger of the Corporation
are entitled to vote such shares. Holders of redeemable shares of stock are not
entitled to vote after the notice of redemption is mailed to such holders and a
sum sufficient to redeem the stocks has been deposited with a bank, trust
company, or other financial institution under an irrevocable obligation to pay
the holders the redemption price on surrender of the shares of stock. At any
meeting of Stockholders (at which a quorum was present to organize the meeting),
all matters, except as otherwise provided by statute or by the Certificate of
Incorporation or by these By-laws, shall be decided by a majority of the votes
cast at such meeting by the holders of shares present in person or represented
by proxy and entitled to vote thereon, whether or not a quorum is present when
the vote is taken. Directors may be elected either by written ballot or by voice
vote. In voting on any other question on which a vote by ballot is required by
law or is demanded by any Stockholder entitled to vote, the
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voting shall be by ballot. Each ballot shall be signed by the Stockholder voting
or the Stockholder's proxy and shall state the number of shares voted. On all
other questions, the voting may be by voice vote. Each Stockholder entitled to
vote at a meeting of Stockholders may authorize another person or persons to act
for such Stockholder by proxy. The validity and enforceability of any proxy
shall be determined in accordance with Section 212 of the General Corporation
Law. A Stockholder may revoke any proxy that is not irrevocable by attending the
meeting and voting in person or by filing an instrument in writing revoking the
proxy or by delivering a proxy in accordance with applicable law bearing a later
date to the Secretary.

                  2.11 Voting Procedures and Inspectors of Election at Meetings
of Stockholders. The Corporation, in advance of any meeting of Stockholders,
shall appoint one or more inspectors to act at the meeting and make a written
report thereof. The Corporation may designate one or more persons as alternate
inspectors to replace any inspector who fails to act. If no inspector or
alternate is able to act at a meeting, 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
faithfully to execute the duties of inspector with strict impartiality and
according to the best of his or her ability. The inspectors shall (a) ascertain
the number of shares outstanding and the voting power of each, (b) determine the
shares represented
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at the meeting and the validity of proxies and ballots, (c) count all votes and
ballots, (d) determine and retain for a reasonable period a record of the
disposition of any challenges made to any determination by the inspectors, and
(e) certify their determination of the number of shares represented at the
meeting and their count of all votes and ballots. The inspectors may appoint or
retain other persons or entities to assist the inspectors in the performance of
their duties. The date and time of the opening and the closing of the po11s for
each matter upon which the Stockholders will vote at a meeting shall be
determined by the person presiding at the meeting and shall be announced at the
meeting. No ballot, proxies or votes, or any revocation thereof or change
thereto, shall be accepted by the inspectors after the closing of the po11s
unless the Court of Chancery of the State of Delaware upon application by a
Stockholder shall determine otherwise.

                  2.12 Conduct of Meetings. (a) At each meeting of Stockholders,
the President, or in the absence of the President, the Chairman, or if there is
no Chairman or if there be one and the Chairman is absent, a Vice President, and
in case more than one Vice President shall be present, that Vice President
designated by the Board (or in the absence of any such designation, the most
senior Vice President, based on age, present), shall act as chairman of the
meeting. The Secretary, or in his or her absence one of the Assistant
Secretaries, shall act as secretary of the meeting. In case none of the officers
above designated to
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act as chairman or secretary of the meeting, respectively, shall be present, a
chairman or a secretary of the meeting, as the case may be, shall be chosen by a
majority of the votes cast at such meeting by the holders of shares of capital
stock present in person or represented by proxy and entitled to vote at the
meeting.

                        (b) Only persons who are nominated in accordance with
the following procedures shall be eligible for election as Directors.
Nominations of persons for election to the Board may be made at an annual
meeting or special meeting of Stockholders (i) by or at the direction of the
Board, (ii) by any nominating committee or person appointed by the Board or
(iii) by any Stockholder of the Corporation entitled to vote for the election of
Directors at the meeting who complies with the provisions of the following
paragraph (persons nominated in accordance with (iii) above are referred to
herein as "Stockholder nominees").

                  In addition to any other applicable requirements, all
nominations of Stockholder nominees must be made by written notice given by or
on behalf of a Stockholder of record of the Corporation (the "Notice of
Nomination"). The Notice of Nomination must be delivered personally to, or
mailed to, and received at the principal executive offices of the Corporation,
addressed to the attention of the Secretary, not less than 90 days nor more than
120 days prior to the annual meeting or special meeting of Stockholders;
provided, however, that in the event that less
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than 40 days' notice or prior public disclosure of the date of the meeting is
given or made to Stockholders, notice by the Stockholder to be timely, must be
received no later than the close of business on the 10th day following the day
on which such notice of the date of the meeting was mailed or such public
disclosure was made. Such Notice of Nomination shall set forth (i) the name and
record address of the Stockholder proposing to make nominations, (ii) the class
and number of shares of capital stock held of record, held beneficially and
represented by proxy held by such person as of the record date for the meeting
and as of the date of such Notice of Nomination, (iii) all information regarding
each Stockholder nominee that would be required to be set forth in a definitive
proxy statement filed with the Securities and Exchange Commission pursuant to
Section 14 of the Exchange Act, or any successor statute thereto, and the
written consent of each such Stockholder nominee to serve if elected, and (iv)
all other information that would be required to be filed with the Securities and
Exchange Commission if the person proposing such nominations were a participant
in a solicitation subject to Section 14 of the Exchange Act or any successor
statute thereto. The chairman of the meeting shall, if the facts warrant,
determine and declare to the meeting, that any proposed nomination of a
Stockholder nominee was not made in accordance with the foregoing procedures
and, if he should so determine, he shall declare to the meeting and the
defective nomination shall be discarded. For purposes of Sections 2.12(b) and
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(c), public disclosure shall be deemed to be first made when disclosure of such
date of the annual meeting of Stockholders is first made in a press release
reported by the Dow Jones News Services, Associated Press or comparable national
news service, or in a document publicly filed by the Corporation with the
Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the
Exchange Act or any successor statute thereto.

                        (c) At any annual meeting of Stockholders, only such
business shall be conducted as shall have been properly brought before the
meeting. To be properly brought before an annual meeting of Stockholders, (i)
business must be specified in the notice of meeting (or any supplement thereto)
given by or at the direction of the Board, (ii) otherwise properly brought
before the meeting by or at the direction of the Board or (iii) otherwise
properly brought before the meeting by a Stockholder in accordance with the
terms of the following paragraph (business brought before the meeting in
accordance with (iii) above is referred to as "Stockholder business")

                  In addition to any other applicable requirements, all
proposals of Stockholder business must be made by written notice given by or on
behalf of a Stockholder of record of the Corporation (the "Notice of Business").
The Notice of Business must be delivered personally to, or mailed to, and
received at the principal executive offices of the Corporation, addressed to the
attention of the Secretary, not less than 90 days nor more than 120 days
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prior to the annual meeting of Stockholders; provided, however, that in the
event that less than 40 days' notice or prior public disclosure of the date of
the meeting is given or made to Stockholders, notice by the Stockholder to be
timely, must be received no later than the close of business on the 10th day
following the day on which such notice of the date of the meeting was mailed or
such public disclosure was made. Such Notice of Business shall set forth (i) the
name and record address of the Stockholder proposing such Stockholder business,
(ii) the class and number of shares of capital stock held of record, held
beneficially and represented by proxy held by such person as of the record date
for the meeting and as of the date of such Notice of Business, (iii) a brief
description of the Stockholder business desired to be brought before the annual
meeting and the reasons for conducting such Stockholder business at the annual
meeting, (iv) any material interest of the Stockholder in such Stockholder
business and (v) all other information that would be required to be filed with
the Securities and Exchange Commission if the person proposing such Stockholder
business were a participant in a solicitation subject to Section 14 of the
Exchange Act. Notwithstanding anything in these By-laws to the contrary, no
business shall be conducted at the annual meeting of Stockholders except in
accordance with the procedures set forth in this Section 2.12(c), provided,
however, that nothing in this Section 2.12(c) shall be deemed to preclude
discussion by any Stockholder of any business properly
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brought before the annual meeting in accordance with said procedure. The
chairman of the meeting shall, if the facts warrant, determine and declare to
the meeting, that business was not properly brought before the meeting in
accordance with the foregoing procedures and, if he should so determine, he
shall declare to the meeting and any such business not properly brought before
the meeting shall not be transacted.

                  2.13 Order of Business. The order of business at all meetings
of Stockholders shall be as determined by the chairman of the meeting, but the
order of business to be followed at any meeting at which a quorum is present may
be changed by a majority of the votes cast at such meeting by the holders of
shares of capital stock present in person or represented by proxy and entitled
to vote at the meeting.

                  2.14 Action by Shareholders. Notwithstanding the provisions of
section 228 of the General Corporation Law (or any successor statute), any
action required or permitted by the General Corporation Law to be taken at any
annual or special meeting of Stockholders of the Corporation may be taken only
at such an annual or special meeting of Stockholders and cannot be taken by
written consent without a meeting.

                                    ARTICLE 3

                                    Directors

                  3.1 General Powers. Except as otherwise provided in the
Certificate of Incorporation, the business and
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affairs of the Corporation shall be managed by or under the direction of the
Board. The Board may adopt such rules and regulations, not inconsistent with the
Certificate of Incorporation or these By-laws or applicable laws, as it may deem
proper for the conduct of its meetings and the management of the Corporation. In
addition to the powers expressly conferred by these By-laws, the Board may
exercise all powers and perform all acts that are not required, by these By-laws
or the Certificate of Incorporation or by statute, to be exercised and performed
by the Stockholders.

                  3.2 Number; Qualification; Term of Office. The Board shall
consist of not less than three or more than 15 members. The exact number of
Directors within the minimum and maximum limitations specified in the preceding
sentence shall be fixed from time to time by resolution adopted by a majority of
the entire Board then in office, whether or not present at a meeting. Directors
need not be stockholders. The Directors shall be divided into three classes with
the term of office of the first class to expire at the first annual meeting of
Stockholders of the Corporation next following the end of the Corporation's
fiscal year ending March 31, 1996, the term of office of the second class to
expire at the first annual meeting of Stockholders of the Corporation next
following the end of the Corporation's fiscal year ending March 31, 1997 and the
term of office of the third class to expire at the annual meeting of
Stockholders of the Corporation next following the end of the Corporation's
fiscal year ending March 31, 1998. At
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each annual meeting of Stockholders following such initial election as specified
above, Directors elected to succeed those Directors whose terms expire shall be
elected for a term of office to expire at the third succeeding annual meeting of
Stockholders after their election. Each director shall hold office until a
successor is elected and qualified or until the Director's death, resignation or
removal.

                  3.3 Election. Directors shall, except as otherwise required by
statute or by the Certificate of Incorporation, be elected by a plurality of the
votes cast at a meeting of stockholders by the holders of shares present in
person or represented by proxy at the meeting and entitled to vote in the
election.

                  3.4 Newly Created Directorships and Vacancies. Unless
otherwise provided in the Certificate of Incorporation, newly created
Directorships resulting from any increase in the authorized number of Directors
and vacancies occurring in the Board for any other reason, may be filled by the
affirmative votes of a majority of the entire Board, although less than a
quorum, or by a sole remaining Director, and Directors so chosen shall hold
office for a term expiring at the annual meeting of Stockholders at which the
term of the class to which they have been elected expires, or, in each case
until their respective successors are duly elected and qualified, or until the
respective Directors' earlier death, resignation or removal.

                  3.5 Resignation. Any Director may resign at any time by
written notice to the Corporation. Such resignation
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shall take effect at the time therein specified, and, unless otherwise specified
in such resignation, the acceptance of such resignation shall not be necessary
to make it effective.

                  3.6 Removal. Any one or more or all of the Directors may be
removed, at any time, but only for cause by the Stockholders having at least a
majority in voting power of the then issued and outstanding shares of capital
stock of the Corporation.

                  3.7 Compensation. Each Director, in consideration of his or
her service as such, shall be entitled to receive from the Corporation such
amount per annum or such fees for attendance at Directors' meetings, or both, as
the Board may from time to time determine, together with reimbursement for the
reasonable out-of-pocket expenses, if any, incurred by such Director in
connection with the performance of his or her duties. Each Director who shall
serve as a member of any committee of Directors in consideration of serving as
such shall be entitled to such additional amount per annum or such fees for
attendance at committee meetings, or both, as the Board may from time to time
determine, together with reimbursement for the reasonable out-of-pocket
expenses, if any, incurred by such Director in the performance of his or her
duties. Nothing contained in this Section 3.7 shall preclude any Director from
serving the Corporation or its subsidiaries in any other capacity and receiving
proper compensation therefor.
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                  3.8 Times and Places of Meetings. The Board may hold meetings,
both regular and special, either within or without the State of Delaware. The
times and places for holding meetings of the Board may be fixed from time to
time by resolution of the Board or (unless contrary to a resolution of the
Board) in the notice of the meeting.

                  3.9 Annual Meetings. On the day when and at the place where
the annual meeting of stockholders for the election of Directors is held, and as
soon as practicable thereafter, the Board may hold its annual meeting, without
notice of such meeting, for the purposes of organization, the election of
officers and the transaction of other business. The annual meeting of the Board
may be held at any other time and place specified in a notice given as provided
in Section 3.11 hereof for special meetings of the Board or in a waiver of
notice thereof.

                  3.10 Regular Meetings. Regular meetings of the Board may be
held without notice at such times and at such places as shall from time to time
be determined by the Board.

                  3.11 Special Meetings. Special meetings of the Board may be
called by the Chairman, the President or the Secretary or by any two or more
Directors then serving on at least one day's notice to each Director given by
one of the means specified in Section 3.14 hereof other than by mail, or on at
least three days' notice if given by mail. Special meetings shall be called by
the Chairman, President or
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Secretary in like manner and on like notice on the written request of any two or
more of the Directors then serving.

                  3.12 Telephone Meetings. Directors or members of any committee
designated by the Board may participate in a meeting of the Board or of such
committee by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting pursuant to this Section 3.12 shall constitute
presence in person at such meeting.

                  3.13 Adjourned Meetings. A majority of the Directors present
at any meeting of the Board, including an adjourned meeting, whether or not a
quorum is present, may adjourn such meeting to another time and place. At least
one day's notice of any adjourned meeting of the Board shall be given to each
Director whether or not present at the time of the adjournment, if such notice
shall be given by one of the means specified in Section 3.14 hereof other than
by mail, or at least three days' notice if by mail. Any business may be
transacted at an adjourned meeting that might have been transacted at the
meeting as originally called.

                  3.14 Notice Procedure. Subject to Sections 3.11 and 3.15
hereof, whenever, under the provisions of any statute, the Certificate of
Incorporation or these By-laws, notice is required to be given to any Director,
such notice shall be deemed given effectively if given in person or by
telephone, by mail addressed to such Director at such
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Director's address as it appears on the records of the Corporation, with postage
thereon prepaid, or by telegram, telex, telecopy or similar means addressed as
aforesaid.

                  3.15 Waiver of Notice. Whenever the giving of any notice is
required by statute, the Certificate of Incorporation or these By-laws, a waiver
thereof, in writing, signed by the person or persons entitled to said notice,
whether before or after the event as to which such notice is required, shall be
deemed equivalent to notice. Attendance by a person at a meeting shall
constitute a waiver of notice of such meeting except when the person attends a
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business on the ground that the meeting has not been
lawfully called or convened. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the Directors or a committee of
Directors need be specified in any written waiver of notice unless so required
by statute, the Certificate of Incorporation or these By-laws.

                  3.16 Organization. At each meeting of the Board, the Chairman,
or in the absence of the Chairman the President, or in the absence of the
President a chairman chosen by a majority of the Directors present, shall
preside. The Secretary shall act as secretary at each meeting of the Board. In
case the Secretary shall be absent from any meeting of the Board, an Assistant
Secretary shall perform the duties of secretary at such meeting; and in the
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absence from any such meeting of the Secretary and all Assistant Secretaries,
the person presiding at the meeting may appoint any person to act as secretary
of the meeting.

                  3.17 Quorum of Directors. The presence in person of a majority
of the entire Board shall be necessary and sufficient to constitute a quorum for
the transaction of business at any meeting of the Board, but a majority of a
smaller number may adjourn any such meeting to a later date.

                  3.18 Action by Majority Vote. Except as otherwise expressly
required by statute, the Certificate of Incorporation or these By-laws, the act
of a majority of the Directors present at a meeting at which a quorum is present
shall be the act of the Board.

                  3.19 Action Without Meeting. Unless otherwise restricted by
the Certificate of Incorporation or these By-laws, any action required or
permitted to be taken at any meeting of the Board or of any committee thereof
may be taken without a meeting if all Directors or members of such committee, as
the case may be, consent thereto in writing, and the writing or writings are
filed with the minutes of proceedings of the Board or committee.

                                    ARTICLE 4

                             COMMITTEES OF THE BOARD

                  The Board may, by resolution passed by a vote of the entire
Board, designate one or more committees, each committee to consist of one or
more of the Directors of the Corporation. The Board may designate one or more
Directors
<PAGE>
                                                                              24


as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of such committee. If a member of a committee
shall be absent from any meeting, or disqualified from voting thereat, the
remaining member or members present and not disqualified from voting, whether or
not such member or members constitute a quorum, may, by a unanimous vote,
appoint another member of the Board to act at the meeting in the place of any
such absent or disqualified member. Any such committee, to the extent provided
in the resolution of the Board passed as aforesaid, shall have and may exercise
all the powers and authority of the Board in the management of the business and
affairs of the Corporation, and may authorize the seal of the Corporation to be
impressed on all papers that may require it, but no such committee shall have
the power or authority of the Board in reference to amending the Certificate of
Incorporation, adopting an agreement of merger or consolidation under section
251 or section 252 of the General Corporation Law, recommending to the
stockholders (a) the sale, lease or exchange of all or substantially all of the
Corporation's property and assets, or (b) a dissolution of the Corporation or a
revocation of a dissolution, or amending the By-laws of the Corporation; and,
unless the resolution designating it expressly so provides, no such committee
shall have the power and authority to declare a dividend, to authorize the
issuance of stock or to adopt a certificate of ownership and merger pursuant to
Section 253 of the General Corporation Law.
<PAGE>
                                                                              25


Unless otherwise specified in the resolution of the Board designating a
committee, at all meetings of such committee a majority of the total number of
members of the committee shall constitute a quorum for the transaction of
business, and the vote of a majority of the members of the committee present at
any meeting at which there is a quorum shall be the act of the committee. Each
committee shall keep regular minutes of its meetings. Unless the Board otherwise
provides, each committee designated by the Board may make, alter and repeal
rules for the conduct of its business. In the absence of such rules each
committee shall conduct its business in the same manner as the Board conducts
its business pursuant to Article 3 of these By-laws.

                                    ARTICLE 5

                                    OFFICERS

                  5.1 Positions. The officers of the Corporation shall be a
President, a Secretary, a Treasurer or a Chief Financial Officer and such other
officers as the Board may appoint, including a Chairman, one or more Vice
Presidents and one or more Assistant Secretaries and Assistant Treasurers, who
shall exercise such powers and perform such duties as shall be determined from
time to time by the Board. The Board may designate one or more Vice Presidents
as Executive Vice Presidents and may use descriptive words or phrases to
designate the standing, seniority or areas of special competence of the Vice
Presidents elected or appointed by it. Any number of offices may be held by the
same
<PAGE>
                                                                              26


person unless the Certificate of Incorporation or these By-laws otherwise
provide.

                  5.2 Appointment. The officers of the Corporation shall be
chosen by the Board at its annual meeting or at such other time or times as the
Board shall determine.

                  5.3 Compensation. The compensation of all officers of the
Corporation shall be fixed by the Board. No officer shall be prevented from
receiving a salary or other compensation by reason of the fact that the officer
is also a Director.

                  5.4 Term of Office. Each officer of the Corporation shall hold
office for the term for which he or she is elected and until such officer's
successor is chosen and qualifies or until such officer's earlier death,
resignation or removal. Any officer may resign at any time upon written notice
to the Corporation. Such resignation shall take effect at the date of receipt of
such notice or at such later time as is therein specified, and, unless otherwise
specified, the acceptance of such resignation shall not be necessary to make it
effective. The resignation of an officer shall be without prejudice to the
contract rights of the Corporation, if any. Any officer elected or appointed by
the Board may be removed at any time, with or without cause, by vote of a
majority of the entire Board. Any vacancy occurring in any office of the
Corporation shall be filled by the Board. The removal of an officer without
cause shall be without prejudice to the officer's contract
<PAGE>
                                                                              27


rights, if any. The election or appointment of an officer shall not of itself
create contract rights.

                  5.5 Fidelity Bonds. The Corporation may secure the fidelity of
any or all of its officers or agents by bond or otherwise.

                  5.6 Chairman. The Chairman, if one shall have been appointed,
shall preside at all meetings of the Board and shall exercise such powers and
perform such other duties as shall be determined from time to time by the Board.

                  5.7 President. The President shall be the Chief Executive
Officer of the Corporation and shall have general supervision over the business
of the Corporation, subject, however, to the control of the Board and of any
duly authorized committee of Directors. The President shall preside at all
meetings of the Stockholders and at all meetings of the Board at which the
Chairman (if there be one) is not present. The President may sign and execute in
the name of the Corporation deeds, mortgages, bonds, contracts and other
instruments except in cases in which the signing and execution thereof shall be
expressly delegated by the Board or by these By-laws to some other officer or
agent of the Corporation or shall be required by statute otherwise to be signed
or executed and, in general, the President shall perform all duties incident to
the office of President of a corporation and such other duties as may from time
to time be assigned to the President by the Board.

                  5.8 Vice Presidents. At the request of the President, or, in
the President's absence, at the request of
<PAGE>
                                                                              28


the Board, the Vice Presidents shall (in such order as may be designated by the
Board or, in the absence of any such designation, in order of seniority based on
age) perform all of the duties of the President and, in so performing, shall
have all the powers of, and be subject to all restrictions upon, the President.
Any Vice President may sign and execute in the name of the Corporation deeds,
mortgages, bonds, contracts or other instruments, except in cases in which the
signing and execution thereof shall be expressly delegated by the Board or by
these By-laws to some other officer or agent of the Corporation, or shall be
required by statute otherwise to be signed or executed, and each Vice President
shall perform such other duties as from time to time may be assigned to such
Vice President by the Board or by the President.

                  5.9 Secretary. The Secretary shall attend all meetings of the
Board and of the Stockholders and shall record all the proceedings of the
meetings of the Board and of the stockholders in a book to be kept for that
purpose, and shall perform like duties for committees of the Board, when
required. The Secretary shall give, or cause to be given, notice of all special
meetings of the Board and of the stockholders and shall perform such other
duties as may be prescribed by the Board or by the President, under whose
supervision the Secretary shall be. The Secretary shall have custody of the
corporate seal of the Corporation, and the Secretary, or an Assistant Secretary,
shall have authority to impress the same on any instrument requiring
<PAGE>
                                                                              29


it, and when so impressed the seal may be attested by the signature of the
Secretary or by the signature of such Assistant Secretary. The Board may give
general authority to any other officer to impress the seal of the Corporation
and to attest the same by such officer's signature. The Secretary or an
Assistant Secretary may also attest all instruments signed by the President or
any Vice President. The Secretary shall have charge of all the books, records
and papers of the Corporation relating to its organization and management, shall
see that the reports, statements and other documents required by statute are
properly kept and filed and, in general, shall perform all duties incident to
the office of Secretary of a corporation and such other duties as may from time
to time be assigned to the Secretary by the Board or by the President.

                  5.10 Treasurer or Chief Financial Officer. The Treasurer or
Chief Financial Officer shall have charge and custody of, and be responsible
for, all funds, securities and notes of the Corporation; receive and give
receipts for moneys due and payable to the Corporation from any sources
whatsoever; deposit all such moneys and valuable effects in the name and to the
credit of the Corporation in such depositaries as may be designated by the
Board; against proper vouchers, cause such funds to be disbursed by checks or
drafts on the authorized depositaries of the Corporation signed in such manner
as shall be determined by the Board and be responsible for the accuracy of the
amounts of all moneys so disbursed; regularly enter or cause to be entered
<PAGE>
                                                                              30


in books or other records maintained for the purpose full and adequate account
of all moneys received or paid for the account of the Corporation; have the
right to require from time to time reports or statements giving such information
as the Treasurer or Chief Financial Officer may desire with respect to any and
all financial transactions of the Corporation from the officers or agents
transacting the same; render to the President or the Board, whenever the
President or the Board shall require the Treasurer or Chief Financial Officer so
to do, an account of the financial condition of the Corporation and of all
financial transactions of the Corporation; exhibit at all reasonable times the
records and books of account to any of the Directors upon application at the
office of the Corporation where such records and books are kept; disburse the
funds of the Corporation as ordered by the Board; and, in general, perform all
duties incident to the office of Treasurer or Chief Financial Officer of a
corporation and such other duties as may from time to time be assigned to the
Treasurer or Chief Financial Officer by the Board or the President.

                  5.11 Assistant Secretaries and Assistant Treasurers. Assistant
Secretaries and Assistant Treasurers shall perform such duties as shall be
assigned to them by the Secretary or by the Treasurer or Chief Financial
Officer, respectively, or by the Board or by the President.
<PAGE>
                                                                              31


                                    ARTICLE 6

                 CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

                  6.1 Execution of Contracts. The Board, except as otherwise
provided in these By-laws, may prospectively or retroactively authorize any
officer or officers, employee or employees or agent or agents, in the name and
on behalf of the Corporation, to enter into any contract or execute and deliver
any instrument, and any such authority may be general or confined to specific
instances, or otherwise limited.

                  6.2 Loans. The Board may prospectively or retroactively
authorize the President or any other officer, employee or agent of the
Corporation to effect loans and advances at any time for the Corporation from
any bank, trust company or other institution, or from any firm, corporation or
individual, and for such loans and advances the person so authorized may make,
execute and deliver promissory notes, bonds or other certificates or evidences
of indebtedness of the Corporation, and, when authorized by the Board so to do,
may pledge and hypothecate or transfer any securities or other property of the
Corporation as security for any such loans or advances. Such authority conferred
by the Board may be general or confined to specific instances, or otherwise
limited.

                  6.3 Checks, Drafts, Etc. All checks, drafts and other orders
for the payment of money out of the funds of the Corporation and all evidences
of indebtedness of the
<PAGE>
                                                                              32


Corporation shall be signed on behalf of the Corporation in such manner as shall
from time to time be determined by resolution of the Board.

                  6.4 Deposits. The funds of the Corporation not otherwise
employed shall be deposited from time to time to the order of the Corporation
with such banks, trust companies, investment banking firms, financial
institutions or other depositaries as the Board may select or as may be selected
by an officer, employee or agent of the Corporation to whom such power to select
may from time to time be delegated by the Board.

                                    ARTICLE 7

                               STOCK AND DIVIDENDS

                  7.1 Certificates Representing Shares. The shares of capital
stock of the Corporation shall be represented by certificates in such form
(consistent with the provisions of Section 158 of the General Corporation Law)
as shall be approved by the Board. Such certificates shall be signed by the
Chairman, the President or a Vice President and by the Secretary or an Assistant
Secretary or the Treasurer or Chief Financial Officer or an Assistant Treasurer,
and may be impressed with the seal of the Corporation or a facsimile thereof.
The signatures of the officers upon a certificate may be facsimiles, if the
certificate is countersigned by a transfer agent or registrar other than the
Corporation itself or its employee. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has
<PAGE>
                                                                              33


been placed upon any certificate shall have ceased to be such officer, transfer
agent or registrar before such certificate is issued, such certificate may,
unless otherwise ordered by the Board, be issued by the Corporation with the
same effect as if such person were such officer, transfer agent or registrar at
the date of issue.

                  7.2 Transfer of Shares. Transfers of shares of capital stock
of the Corporation shall be made only on the books of the Corporation by the
holder thereof or by the holder's duly authorized attorney appointed by a power
of attorney duly executed and filed with the Secretary or a transfer agent of
the Corporation, and on surrender of the certificate or certificates
representing such shares of capital stock properly endorsed for transfer and
upon payment of all necessary transfer taxes. Every certificate exchanged,
returned or surrendered to the Corporation shall be marked "Cancelled," with the
date of cancellation, by the Secretary or an Assistant Secretary or the transfer
agent of the Corporation. A person in whose name shares of capital stock shall
stand on the books of the Corporation shall be deemed the owner thereof to
receive dividends, to vote as such owner and for all other purposes as respects
the Corporation. No transfer of shares of capital stock shall be valid as
against the Corporation, its stockholders and creditors for any purpose, except
to render the transferee liable for the debts of the Corporation to the extent
provided by law, until such transfer shall have been entered
<PAGE>
                                                                              34


on the books of the Corporation by an entry showing from and to whom
transferred.

                  7.3 Transfer and Registry Agents. The Corporation may from
time to time maintain one or more transfer offices or agents and registry
offices or agents at such place or places as may be determined from time to time
by the Board.

                  7.4 Lost, Destroyed, Stolen and Mutilated Certificates. The
holder of any shares of capital stock of the Corporation shall immediately
notify the Corporation of any loss, destruction, theft or mutilation of the
certificate representing such shares, and the Corporation may issue a new
certificate to replace the certificate alleged to have been lost, destroyed,
stolen or mutilated. The Board may, in its discretion, as a condition to the
issue of any such new certificate, require the owner of the lost, destroyed,
stolen or mutilated certificate, or his or her legal representatives, to make
proof satisfactory to the Board of such loss, destruction, theft or mutilation
and to advertise such fact in such manner as the Board may require, and to give
the Corporation and its transfer agents and registrars, or such of them as the
Board may require, a bond in such form, in such sums and with such surety or
sureties as the Board may direct, to indemnify the Corporation and its transfer
agents and registrars against any claim that may be made against any of them on
account of the continued existence of any such certificate so alleged to have
been
<PAGE>
                                                                              35


lost, destroyed, stolen or mutilated and against any expense in connection with
such claim.

                  7.5 Rules and Regulations. The Board may make such rules and
regulations as it may deem expedient, not inconsistent with these By-laws or
with the Certificate of Incorporation, concerning the issue, transfer and
registration of certificates representing shares of its capital stock.

                  7.6 Restriction on Transfer of Stock. A written restriction on
the transfer or registration of transfer of capital stock of the Corporation, if
permitted by Section 202 of the General Corporation Law and noted conspicuously
on the certificate representing such capital stock, may be enforced against the
holder of the restricted capital stock or any successor or transferee of the
holder, including an executor, administrator, trustee, guardian or other
fiduciary entrusted with like responsibility for the person or estate of the
holder. Unless noted conspicuously on the certificate representing such capital
stock, a restriction, even though permitted by Section 202 of the General
Corporation Law, shall be ineffective except against a person with actual
knowledge of the restriction. A restriction on the transfer or registration of
transfer of capital stock of the Corporation may be imposed either by the
Certificate of Incorporation or by an agreement among any number of stockholders
or among such stockholders and the Corporation. No restriction so imposed shall
be binding with respect to capital stock issued prior to the adoption
<PAGE>
                                                                              36


of the restriction unless the holders of such capital stock are parties to an
agreement or voted in favor of the restriction.

                  7.7 Dividends, Surplus, Etc. Subject to the provisions of the
Certificate of Incorporation and of law, the Board

                              7.7.1 may declare and pay dividends or make other
      distributions on the outstanding shares of capital stock in such amounts
      and at such time or times as it, in its discretion, shall deem advisable
      giving due consideration to the condition of the affairs of the
      Corporation;

                              7.7.2 may use and apply, in its discretion, any of
      the surplus of the Corporation in purchasing or acquiring any shares of
      capital stock of the Corporation, or purchase warrants therefor, in
      accordance with law, or any of its bonds, debentures, notes, scrip or
      other securities or evidences of indebtedness; and

                              7.7.3 may set aside from time to time out of such
      surplus or net profits such sum or sums as, in its discretion, it may
      think proper, as a reserve fund to meet contingencies, or for equalizing
      dividends or for the purpose of maintaining or increasing the property or
      business of the Corporation, or for any purpose it may think conducive to
      the best interests of the Corporation.
<PAGE>
                                                                              37


                                    ARTICLE 8

                                 INDEMNIFICATION

                  8.1 Indemnity Undertaking. To the extent not prohibited by
law, the Corporation shall indemnify any person who is or was made, or
threatened to be made, a party to any threatened, pending or completed action,
suit or proceeding (a "Proceeding"), whether civil, criminal, administrative or
investigative, including, without limitation, an action by or in the right of
the Corporation to procure a judgment in its favor, by reason of the fact that
such person, or a person of whom such person is the legal representative, is or
was a Director or officer of the Corporation, or is or was serving as a
director, officer, employee or agent or in any other capacity at the request of
the Corporation for any other corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise (an "Other Entity") while serving as a
Director or officer of the Corporation, against judgments, fines, penalties,
excise taxes, amounts paid in settlement and costs, charges and expenses
(including attorneys' fees and disbursements) actually and reasonably incurred
by such person in connection with such Proceeding if such person acted in good
faith and in a manner such person 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.
To the extent specified by the Board
<PAGE>
                                                                              38


at any time and to the extent not prohibited by law, the Corporation may
indemnify any person who is or was made, or threatened to be made, a party to
any threatened, pending or completed Proceeding, whether civil, criminal,
administrative or investigative, including, without limitation, an action 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 an employee or agent of the Corporation, or
is or was serving as a director, officer, employee or agent or in any other
capacity at the request of the Corporation for any Other Entity, against
judgments, fines, penalties, excise taxes, amounts paid in settlement and costs,
charges and expenses (including attorneys' fees and disbursements) actually and
reasonably incurred by such person in connection with such Proceeding if such
person acted in good faith and in a manner such person 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.

                  8.2 Advancement of Expenses. The Corporation shall, from time
to time, reimburse or advance to any Director or officer or other person
entitled to indemnification hereunder the funds necessary for payment of
expenses, including attorneys' fees and disbursements, incurred in connection
with any Proceeding, in advance of the final disposition of such Proceeding;
provided, however, that, if required by the General Corporation Law, such
<PAGE>
                                                                              39


expenses incurred by or on behalf of any Director or officer or other person may
be paid in advance of the final disposition of a Proceeding only upon receipt by
the Corporation of an undertaking, by or on behalf of such Director or officer
(or other person indemnified hereunder), to repay any such amount so advanced if
it shall ultimately be determined by final judicial decision from which there is
no further right of appeal that such Director, officer or other person is not
entitled to be indemnified for such expenses.

                  8.3 Rights Not Exclusive. The rights to indemnification and
reimbursement or advancement of expenses provided by, or granted pursuant to,
this Article 8 shall not be deemed exclusive of any other rights to which a
person seeking indemnification or reimbursement or advancement of expenses may
have or hereafter be entitled under any statute, the Certificate of
Incorporation, these By-laws, any agreement (including any policy of insurance
purchased or provided by the Corporation under which directors, officers,
employees and other agents of the Corporation are covered), any vote of
stockholders or disinterested Directors or otherwise, both as to action in his
or her official capacity and as to action in another capacity while holding such
office.

                  8.4 Continuation of Benefits. The rights to indemnification
and reimbursement or advancement of expenses provided by, or granted pursuant
to, this Article 8 shall continue as to a person who has ceased to be a Director
or
<PAGE>
                                                                              40


officer (or other person indemnified hereunder) and shall inure to the benefit
of the executors, administrators, legatees and distributees of such person.

                  8.5 Insurance. The Corporation shall have power to 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 an Other
Entity, against any liability asserted against such person and incurred by such
person in any such capacity, or arising out of such persons status as such,
whether or not the Corporation would have the power to indemnify such person
against such liability under the provisions of this Article 8, the Certificate
of Incorporation or under section 145 of the General Corporation Law or any
other provision of law.

                  8.6 Binding Effect. The provisions of this Article 8 shall be
a contract between the Corporation, on the one hand, and each Director and
officer who serves in such capacity at any time while this Article 8 is in
effect and any other person entitled to indemnification hereunder, on the other
hand, pursuant to which the Corporation and each such Director, officer or other
person intend to be, and shall be legally bound. No repeal or modification of
this Article 8 shall affect any rights or obligations with respect to any state
of facts then or theretofore existing or thereafter arising or any proceeding
theretofore or
<PAGE>
                                                                              41


thereafter brought or threatened based in whole or in part upon any such state
of facts.

                  8.7 Procedural Rights. The rights to indemnification and
reimbursement or advancement of expenses provided by, or granted pursuant to,
this Article 8 shall be enforceable by any person entitled to such
indemnification or reimbursement or advancement of expenses in any court of
competent jurisdiction. Neither the failure of the Corporation (including its
Board, its independent legal counsel and its Stockholders) to have made a
determination prior to the commencement of such action that such indemnification
or reimbursement or advancement of expenses is proper in the circumstances nor
an actual determination by the Corporation (including its Board, its independent
legal counsel and its Stockholders) that such person is not entitled to such
indemnification or reimbursement or advancement of expenses shall constitute a
defense to the action or create a presumption that such person is not so
entitled. Such a person shall also be indemnified for any expenses incurred in
connection with successfully establishing his or her right to such
indemnification or reimbursement or advancement of expenses, in whole or in
part, in any such proceeding.

                  8.8 Service Deemed at Corporation's Request. Any Director or
officer of the Corporation serving in any capacity in (a) another corporation of
which a majority of the shares entitled to vote in the election of its directors
is held, directly or indirectly, by the Corporation or
<PAGE>
                                                                              42


(b) any employee benefit plan of the Corporation or any corporation referred to
in clause (a) shall be deemed to be doing so at the request of the Corporation.

                  8.9 Election of Applicable Law. Any person entitled to be
indemnified or to reimbursement or advancement of expenses as a matter of right
pursuant to this Article 8 may elect to have the right to indemnification or
reimbursement or advancement of expenses interpreted on the basis of the
applicable law in effect at the time of the occurrence of the event or events
giving rise to the applicable Proceeding, to the extent permitted by law, or on
the basis of the applicable law in effect at the time such indemnification or
reimbursement or advancement of expenses is sought. Such election shall be made,
by a notice in writing to the Corporation, at the time indemnification or
reimbursement or advancement of expenses is sought; provided, however, that if
no such notice is given, the right to indemnification or reimbursement or
advancement of expenses shall be determined by the law in effect at the time
indemnification or reimbursement or advancement of expenses is sought.

                                    ARTICLE 9

                                BOOKS AND RECORDS

                  9.1 Books and Records. There shall be kept at the principal
office of the Corporation correct and complete records and books of account
recording the financial transactions of the Corporation and minutes of the
<PAGE>
                                                                              43


proceedings of the stockholders, the Board and any committee of the Board. The
Corporation shall keep at its principal office, or at the office of the transfer
agent or registrar of the Corporation, a record containing the names and
addresses of all stockholders, the number and class of shares held by each and
the dates when they respectively became the owners of record thereof.

                  9.2 Form of Records. Any records maintained by the Corporation
in the regular course of its business, including its stock ledger, books of
account, and minute books, may be kept on, or be in the form of, punch cards,
magnetic tape, photographs, microphotographs, or any other information storage
device, provided that the records so kept can be converted into clearly legible
written form within a reasonable time. The Corporation shall so convert any
records so kept upon the request of any person entitled to inspect the same.

                  9.3 Inspection of Books and Records. Except as otherwise
provided by law, the Board shall determine from time to time whether, and, if
allowed, when and under what conditions and regulations, the accounts, books,
minutes and other records of the Corporation, or any of them, shall be open to
the stockholders for inspection.

                                   ARTICLE 10

                                      SEAL

                  The corporate seal shall have inscribed thereon the name of
the Corporation, the year of its organization
<PAGE>
                                                                              44


and the words "Corporate Seal, Delaware." The seal may be used by causing it or
a facsimile thereof to be impressed or affixed or otherwise reproduced.

                                   ARTICLE 11

                                   FISCAL YEAR

                  The fiscal year of the Corporation shall be fixed, and may be
changed, by resolution of the Board.

                                   ARTICLE 12

                              PROXIES AND CONSENTS

                  Unless otherwise directed by the Board, the Chairman, the
President, any Vice President, the Secretary or the Treasurer or Chief Financial
Officer, or any one of them, may execute and deliver on behalf of the
Corporation proxies respecting any and all shares or other ownership interests
of any Other Entity owned by the Corporation appointing such person or persons
as the officer executing the same shall deem proper to represent and vote the
shares or other ownership interests so owned at any and all meetings of holders
of shares or other ownership interests, whether general or special, and/or to
execute and deliver consents respecting such shares or other ownership
interests; or any of the aforesaid officers may attend any meeting of the
holders of shares or other ownership interests of such Other Entity and thereat
vote or exercise any or all other powers of the Corporation as the holder of
such shares or other ownership interests.
<PAGE>
                                                                              45


                                   ARTICLE 13

                                EMERGENCY BY-LAWS

            Unless the Certificate of Incorporation provides otherwise, the
following provisions of this Article 13 shall be effective during an emergency,
which is defined as when a quorum of the Corporation's Directors cannot be
readily assembled because of some catastrophic event. During such emergency:

                  13.1 Notice to Board Members. Any one member of the Board or
any one of the following officers: Chairman, President, any Vice President,
Secretary, or Treasurer or Chief Financial Officer, may call a meeting of the
Board. Notice of such meeting need be given only to those Directors whom it is
practicable to reach, and may be given in any practical manner, including by
publication and radio. Such notice shall be given at least six hours prior to
commencement of the meeting.

                  13.2 Temporary Directors and Quorum. One or more officers of
the Corporation present at the emergency Board meeting, as is necessary to
achieve a quorum, shall be considered to be Directors for the meeting, and shall
so serve in order of rank, and within the same rank, in order of seniority. In
the event that less than a quorum of the Directors are present (including any
officers who are to serve as Directors for the meeting), those Directors present
(including the officers serving as Directors) shall constitute a quorum.
<PAGE>
                                                                              46


                  13.3 Actions Permitted To Be Taken. The Board as constituted
in Section 13.2, and after notice as set forth in Section 13.1 may:

                              13.3.1 prescribe emergency powers to any officer
      of the Corporation;

                              13.3.2 delegate to any officer or Director, any of
      the powers of the Board;

                              13.3.3 designate lines of succession of officers
      and agents, in the event that any of them are unable to discharge their
      duties;

                              13.3.4 relocate the principal place of business,
      or designate successive or simultaneous principal places of business; and

                              13.3.5 take any other convenient, helpful or
      necessary action to carry on the business of the Corporation.

                                   ARTICLE 14

                                   AMENDMENTS

                  The Board may from time to time adopt, amend or repeal the
By-laws; provided, however, that any By-laws adopted or amended by the Board may
be amended or repealed, and any By-laws may be adopted, by a vote of the
Stockholders having at least a majority in voting power of the then issued and
outstanding shares of capital stock of the Corporation.