Exhibit 3.2


                                               Reflecting All Amendments Adopted
                                                               Through June 2001















                              AMENDED AND RESTATED

                                     BY-LAWS

                                       OF

                           WESTELL TECHNOLOGIES, INC.




<PAGE>





                              AMENDED AND RESTATED
                                   BY-LAWS OF
                           WESTELL TECHNOLOGIES, INC.


                                    ARTICLE I

                                     OFFICES

                  Section 1.  Registered Office.  The registered office shall be
in the City of Wilmington, County of New Castle, State of Delaware.

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

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

                  Section 1. Place of Meeting. All meetings of the stockholders
for the election of directors shall be held at such place either within or
without the State of Delaware as shall be designated from time to time by the
board of directors and stated in the notice of the meeting. Meetings of
stockholders for any other purpose may be held at such time and place, within or
without the State of Delaware, as shall be stated in the notice of the meeting
or in a duly executed waiver of notice thereof.

                  Section 2. Time of Annual Meeting. Annual meetings of
stockholders shall be held on the second Wednesday in August if not a legal
holiday, and if a legal holiday, then on the next business day following, at
10:00 a.m., or at such other date and time as shall be designated from time to
time by the board of directors and stated in the notice of the meeting, at which
the stockholders shall elect directors to succeed those whose terms then expire
and transact such other business as may properly be brought before the meeting.
No stockholder shall have cumulative voting rights.

                  Section 3. Notice of Annual Meetings. Written or printed
notice of the annual meeting stating the place, date and hour of the meeting
shall be given to each stockholder entitled to vote at such meeting not less
than ten or more than sixty days before the date of the meeting.

                  Section 4. Voting Lists. The officer who has charge of the
stock ledger of the corporation shall prepare and make, 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



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<PAGE>

each stockholder. 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 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.

                  Section 5. Special Meetings. Special meetings of the
stockholders, for any purpose or purposes, unless otherwise prescribed by
statute or by the certificate of incorporation, may be called by the chairman of
the board or the president and shall be called by the president or secretary at
the request in writing of a majority of the board of directors then in office,
or at the request in writing of stockholders owning shares having at least a
majority of the voting power represented by all of the issued and outstanding
capital stock of the corporation. Such request shall state the purpose or
purposes of the proposed meeting.

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

                  Section 7. Business to be Transacted. Business transacted at
any meeting of stockholders shall be limited to the purposes stated in the
notice. Any stockholder desiring to nominate an individual to serve as a
director of the corporation or desiring to take up any matter at a meeting shall
make such nomination or state such business in writing and file such notice with
the secretary at least sixty days prior to the meeting date. This provision
shall be in addition to any requirement under Rule 14a-8 of Regulation 14A under
the Securities Exchange Act of 1934.

                  Section 8. Quorum and Adjournments. The holders of a majority
of the voting power represented by the issued and outstanding Class A Common
Stock and the Class B Common Stock, taken together as a single class, and
entitled to vote thereat, present in person and represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute or by the certificate of
incorporation; provided, however, that with respect to any matter on which any
class of stock is entitled to vote separately as a class, the holders of a
majority of the voting power represented by the issued and outstanding shares of
such class, present in person and represented by proxy, shall constitute a
quorum for purposes of such matter. If, however, such quorum shall not be
present or represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or represented by proxy, shall have
the power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or represented. At
such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally noticed. If the adjournment is for more than thirty days, or if after
the adjournment a new record




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<PAGE>

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 9. Vote Required. When a quorum is present at any
meeting, the vote of the holders of a majority of the voting power present in
person or represented by proxy shall decide any question brought before such
meeting, unless the question is one upon which, by express provision of a
statute or of the certificate of incorporation, a different vote is required in
which case such express provision shall govern and control the decision of such
question. Every reference in these bylaws to a majority or other proportion of
stock shall refer to such majority or other proportion of the votes of such
stock.

                  Section 10. Voting Rights. Except to the extent required by
statute or the certificate of incorporation, holders of Class A Common Stock and
Class B Common Stock shall vote together as a single class, each holder of Class
A Common Stock shall at every meeting of the stockholders be entitled to one
vote in person or by proxy for each share of Class A Common Stock held by such
stockholder, and each holder of Class B Common Stock shall at every meeting of
the stockholders be entitled to four votes in person or by proxy for each share
of Class B Common Stock held by such stockholder, but no proxy shall be voted on
after three years from its date, unless the proxy provides for a longer period.

                  Section 11. Action by Stockholders. Unless otherwise
restricted by the Certificate of Incorporation or these Bylaws, any action
required or permitted to be taken at any meeting of the stockholders may be
taken without a meeting, without prior notice, and without a vote if a consent
thereto in writing or by electronic transmission, setting forth the action so
taken, shall be signed by the holders of outstanding stock having not less than
the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted, and such writing or writings or electronic transmission or
transmissions are filed with the minutes of proceedings of the stockholders.
Such filing shall be in paper form if the minutes are maintained in paper form
and shall be in electronic form if the minutes are maintained in electronic
form.

                                   ARTICLE III

                                    DIRECTORS

                  Section 1. Number and Term of Office. The number of directors
which shall constitute the whole board shall be not less than six nor more than
ten and shall be established from time to time by resolution of the board. No
reduction in number of directors shall affect the term of any directors then in
office. Except as provided in Section 2 of this Article, each director elected
shall hold office until his successor is elected and qualified. Directors need
not be stockholders.

                  Section 2. Vacancies. Vacancies and newly created
directorships resulting from any increase in the authorized number of directors
may be filled by a majority of the directors



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then in office, though less than a quorum, or by a sole remaining director, and
the directors so chosen shall hold office until the next annual election and
until their successors are duly elected and shall qualify, unless sooner
displaced. If there are no directors in office, then an election of directors
may be held in the manner provided by statute.

                  Section 3. General Powers. The business of the corporation
shall be managed by its board of directors which may exercise all such powers of
the corporation and do all such lawful acts and things as are not by statute or
by the certificate of incorporation or these by-laws directed or required to be
exercised or done by the stockholders.

                       MEETINGS OF THE BOARD OF DIRECTORS

                  Section 4.  Place of Meetings.  The board of directors of the
corporation may hold meetings, both regular and special, either within or
without the State of Delaware.

                  Section 5. Regular Meetings. A regular meeting of the board of
directors shall be held without other notice than this by-law, immediately
after, and at the same place as, the annual meeting of stockholders. The board
of directors may provide, by resolution, the time and place, either within or
without the State of Delaware, for the holding of additional regular meetings
without other notice than such resolution.

                  Section 6. Special Meetings. Special meetings of the board may
be called by the chairman of the board or the president on one day's notice to
each director, either personally or by mail or by telegram; special meetings
shall be called by the president or secretary in like manner and on like notice
on the written request of any two or more directors.

                  Section 7. Quorum and Action. At all meetings of the board of
directors, a minimum of a majority of the full number of directors in office
shall constitute a quorum for the transaction of business and the act of at
least 70% of the directors present at any meeting duly held at which a quorum is
present shall be the act of the board of directors. If a quorum shall not be
present at any meeting of the board of directors, the directors present thereat
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.

                  Section 8. Resignations. Any director of the corporation may
resign at any time by giving written notice to the board of directors, the
chairman of the board, the president, or the secretary of the corporation. Such
resignation shall take effect at the time specified therein; and, unless
tendered to become effective only upon acceptance thereof, the acceptance of
such resignation shall not be necessary to make it effective.

                  Section 9. Removal. At any meeting of the stockholders any
director or directors may be removed from office, without assignment of any
reason therefor, by a majority of the voting power entitled to vote in elections
of directors.


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<PAGE>

                  Section 10. Informal Action. Unless otherwise restricted by
the Certificate of Incorporation or these Bylaws, any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting, if all members of the Board of
Directors or committee, as the case may be, consent thereto in writing or by
electronic transmission, and such writing or writings or electronic transmission
or transmissions are filed with the minutes of proceedings of the Board of
Directors or committee. Such filing shall be in paper form if the minutes are
maintained in paper form and shall be in electronic form if the minutes are
maintained in electronic form. The Board of Directors or any committee
designated by the Board may take any action required or permitted to be taken by
them without a meeting unless otherwise prohibited by law or the Certificate of
Incorporation.

                  Section 11. Presumption of Assent. A director of the
corporation who is present at a meeting of the board of directors at which
action on any corporate matter is taken shall be conclusively presumed to have
assented to the action taken unless his dissent shall be entered in the minutes
of the meeting or unless he shall file his written dissent to such action with
the person acting as the secretary of the meeting before the adjournment thereof
or shall forward such dissent by registered mail to the secretary of the
corporation immediately after the adjournment of the meeting. Such right to
dissent shall not apply to a director who voted in favor of such action.




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<PAGE>




                             COMMITTEES OF DIRECTORS

                  Section 12. Appointment and Powers. The board of directors
may, by resolution passed by a majority of the whole board, designate one or
more committees, each committee to consist of one or more of the directors of
the corporation, including an Executive Committee, a Compensation Committee and
an Audit Committee. The Board may designate one or more directors as alternate
members of any committee, who may replace any absent or disqualified member at
any meeting of a committee, to act at the meeting in the place of any such
absent or disqualified member. Three (3) members of a committee must be present
to constitute a quorum for any committee meeting and the unanimous vote of all
committee members present shall be required to approve any matter presented to a
committee. Any such committee, to the extent provided in the resolution of the
board of directors, shall have and may exercise all the powers and authority of
the board of directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require it; but no such committee shall have power or authority
in reference to amending the certificate of incorporation, adopting an agreement
of merger or consolidation, recommending to the stockholders the sale, lease or
exchange of all or substantially all of the corporation's property and assets,
recommending to the stockholders a dissolution of the corporation or a
revocation of a dissolution, or amending the by-laws of the corporation; and,
unless the resolution so provided, no such committee shall have the power or
authority to declare a dividend or to authorize the issuance of stock. Such
committee or committees shall have such name or names as may be determined from
time to time by resolution adopted by the board of directors.

                            COMPENSATION OF DIRECTORS

                  Section 13. Compensation. The board of directors shall have
the authority to fix the compensation of directors. The directors may be paid
their expenses, if any, of attendance at each meeting of the board of directors
and may be paid a fixed sum for attendance at each meeting of the board of
directors or a stated salary as a director. No such payment shall preclude any
director from serving the corporation in any other capacity and receiving
compensation therefor. Members of special or standing committees may be allowed
like compensation for attending committee meetings.

                                   ARTICLE IV

                                     NOTICES

                  Section 1. Manner of Notice. Whenever, under the provisions of
a statute or of the certificate of incorporation or of these by-laws, notice is
required to be given to any director or stockholder, it shall not be construed
to mean personal notice, but such notice may be given in writing, by mail,
addressed to such director or stockholder, at his address as it appears on the


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<PAGE>

records of the corporation, with postage thereon prepaid, and such notice shall
be deemed to be given at the time when the same shall be deposited in the United
States mail. Notice to directors may also be given by telegram.

                  Section 2. Waiver. Whenever any notice is required to be given
under the provisions of a statute or of the certificate of incorporation or of
these by-laws, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent thereto.

                                    ARTICLE V

                                    OFFICERS

                  Section 1. Number and Qualifications. The officers of the
corporation shall be chosen by the board of directors and shall be a CEO, a
chairman of the board, a vice-president, a secretary and a treasurer. The board
of directors may also choose a vice-chairman of the board, a president,
additional vice-presidents, and one or more assistant secretaries and assistant
treasurers. Any number of offices may be held by the same person, unless the
certificate of incorporation or these by-laws otherwise provide.

                  Section 2.  Election.  The board of directors, at its first
meeting after each annual meeting of stockholders shall choose a chairman of the
board, one or more vice-presidents, a secretary, and a treasurer.

                  Section 3. Other Officers and Agents. The board of directors
may appoint such other officers and agents as it shall deem necessary who shall
hold their offices for such terms and shall exercise such powers and perform
such duties as shall be determined from time to time by the board.

                  Section  4.  Salaries.  The salaries of all officers and
agents of the corporation shall be fixed by the board of directors or a duly
authorized committee of the board.

                  Section 5. Term of Office. The officers of the corporation
shall hold office until their successors are chosen and qualify. Any officer
elected or appointed by the board of directors may be removed at any time by the
affirmative vote of a majority of the directors then in office. Any vacancy
occurring in any office of the corporation shall be filled by the board of
directors.

                  Section 6. CEO. The CEO shall be the chief executive officer
of the corporation. The CEO shall have executive authority to see that all
orders and resolutions of the board of directors are carried into effect and,
subject to the control vested in the board of directors by statute, by the
certificate of incorporation or by these by-laws, shall administer and be
responsible for the overall management of the business and affairs of the
corporation. The CEO



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<PAGE>

shall execute bonds, mortgages and other contracts requiring a seal, under the
seal of the corporation, except where required or permitted by law to be
otherwise signed and executed and except where the signing and execution thereof
shall be expressly delegated by the board of directors to some other officer or
agent of the corporation

                  Section 7. The Chairman. The chairman of the board shall
preside at all meetings of the shareholders and of the board of directors, and
in general shall perform all duties incident to the office of the chairman of
the board and such other duties as from time to time may be assigned to the
chairman of the board by the board of directors.

                  Section 8. The Vice-Chairman of the Board. The vice-chairman
of the board, if one is elected, shall perform such duties and have such powers
as the board of directors may from time to time prescribe.

                  Section 9. The President. The president, if one is elected,
shall have such duties and have such powers as the board of directors may from
time to time prescribe. In the absence of the CEO, or in the event of the
absence or inability or refusal to act of the CEO, then the president shall
perform the duties of the CEO, and when so acting, shall have all the powers of
and be subject to all the restrictions upon the CEO.

                  Section 10. The Vice-Presidents. In the absence of the CEO and
the President, or in the event of the absence or inability or refusal to act of
the CEO and the President, then the vice-president (or in the event that there
be more than one vice-president, then any executive vice-president and then the
other vice-president or vice-presidents in the order designated, or in the
absence of any designation, then in the order of their election) shall perform
the duties of the CEO, and when so acting, shall have all the powers of and be
subject to all the restrictions upon the CEO. The vice-presidents shall perform
such other duties and have such other powers as the chief executive officer or
the board of directors may from time to time prescribe.

                  Section 11. The Secretary. The secretary shall attend all
meetings of the board of directors and all meetings of the stockholders and
record all the proceedings of the meetings of the corporation and of the board
of directors in a book to be kept for that purpose and shall perform like duties
for the standing committees when required. He shall give, or cause to be given,
notice of all meetings of the stockholders and special meetings of the board of
directors, and shall perform such other duties as may be prescribed by the board
of directors or the chief executive officer, under whose supervision he shall
be. He shall have custody of the corporate seal of the corporation and he, or an
assistant secretary, shall have authority to affix the same to any instrument
requiring it and when so affixed, it may be attested by his signature or by the
signature of an assistant secretary. The board of directors may give general
authority to any other officer to affix the seal of the corporation and to
attest the affixing by his signature.

                  Section 12. The Assistant Secretary. The assistant secretary,
or if there be more than one, the assistant secretaries in the order determined
by the board of directors (or if there be



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<PAGE>

no such determination, then in the order of their election), shall, in the
absence of the secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the secretary and shall perform
such other duties and have such other powers as the chief executive officer or
the board of directors may from time to time prescribe.

                  Section 13. The Treasurer. The treasurer shall have the
custody of the corporate funds and securities and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the corporation and
shall deposit all moneys and other valuable effects in the name and to the
credit of the corporation in such depositories as may be designated by the board
of directors. He shall disburse the funds of the corporation as may be ordered
by the board of directors, taking proper vouchers for such disbursements, and
shall render to the chairman of the board, the president and the board of
directors, at its regular meetings, or when the board of directors so requires,
an account of all his transactions as treasurer and of the financial condition
of the corporation. If required by the board of directors, he shall give the
corporation a bond (which shall be renewed every six years) in the sum and with
such surety or sureties as shall be satisfactory to the board of directors for
the faithful performance of the duties of his office and for the restoration to
the corporation, in the case of his death, resignation, retirement or removal
from office, of all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control belonging to the
corporation.

                  Section 14. The Assistant Treasurer. The assistant treasurer,
or if there shall be more than one, the assistant treasurers in the order
determined by the board of directors (or if there be no such determination, then
in the order of their election), shall, in the absence of the treasurer or in
the event of his inability or refusal to act, perform the duties and exercise
the powers of the treasurer and shall perform such other duties and have such
other powers as the chief executive officer or the board of directors may from
time to time prescribe.

                                   ARTICLE VI

               CERTIFICATES OF STOCK, TRANSFERS, AND RECORD DATES

                  Section 1. Form of Certificates. Every holder of stock in the
corporation shall be entitled to have a certificate, signed by, or in the name
of the corporation by, the board of directors, or the chairman of the board or
the president or a vice-president and the treasurer or an assistant treasurer,
or the secretary or an assistant secretary of the corporation, certifying the
number of shares owned by him in the corporation. If the corporation shall be
authorized to issue more than one class of stock or more than one series of any
class, the powers, designation, preferences and relative, participating,
optional or other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such preferences and/or
rights shall be set forth in full or summarized on the face or back of the
certificate which the corporation shall issue to represent such class or series
of stock, provided that, except as otherwise provided in Section 202 of the
Delaware General Corporation Law, in lieu of the foregoing requirements, there
may be set forth in full or summarized on the face or back of the



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<PAGE>

certificate which the corporation shall issue to represent such class or series
of stock, a statement that the corporation will furnish without charge to each
stockholder who so requests the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights.

                  Section 2. Facsimile Signatures. Where a certificate is
countersigned (1) by a transfer agent other than the corporation or its
employee, or (2) by a registrar other than the corporation or its employee, any
other signature on the certificate may be facsimile. In case any officer,
transfer agent or registrar who has signed or whose facsimile signature has been
placed upon a certificate shall have ceased to be such officer, transfer agent
or registrar before such certificate is issued, it may be issued by the
corporation with the same effect as if he were such officer, transfer agent or
registrar at the date of issue.

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

                  Section 4. Transfers of Stock. Upon surrender to the
corporation or the transfer agent of the corporation of a certificate for shares
duly endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, it shall be the duty of the corporation to issue a new
certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its books.

                  Section 5. 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 to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect or any change, conversion or exchange of stock or
for the purpose of any other lawful action, the board of directors may fix, in
advance, a record date, which shall not be more than sixty nor less than ten
days before the date of such meeting, nor more than sixty days prior to any
other action. 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.



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<PAGE>

                  Section 6. Registered Stockholders. The corporation shall be
entitled to recognize the exclusive right of a person registered on its books as
the owner of shares to receive dividends, and to vote as such owner, and to hold
liable for calls and assessments a person registered on its books as the owner
of shares, and shall not be bound to recognize any equitable or other claim to
or interest in such share or shares on the part of any other person, whether or
not it shall have express or other notice thereof, except as otherwise provided
by the Delaware General Corporation Law.

                                   ARTICLE VII
                               GENERAL PROVISIONS

                  Section 1. Dividends. Dividends upon the capital stock of the
corporation, subject to the provisions of the certificate of incorporation, if
any, may be declared by the board of directors at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, in property, or in
shares of the corporation's capital stock, subject to the provisions of the
certificate of incorporation. Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends such sum or
sums as the directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the corporation, or
for such other purpose as the directors, in their absolute discretion, think
proper, and the directors may modify or abolish any such reserve in the manner
in which it was created.

                  Section 2. Checks. All checks or demands for money and notes
of the corporation shall be signed by such officer or officers or such other
person or persons as the board of directors may from time to time designate.

                  Section 3. Fiscal Year. The fiscal year of the corporation,
unless otherwise provided by resolution of the board of directors, shall begin
on the first day of April in each year and end on the last day of March in each
year.

                  Section 4. Seal. The corporate seal shall be inscribed thereon
with the name of the corporation and the words "Corporate Seal, Delaware." The
seal may be used by causing it or a facsimile thereof to be impressed or affixed
or reproduced or otherwise.

                  Section 5. Stock in Other Corporations. Shares of any other
corporation which may from time to time be held by this corporation may be
represented and voted at any meeting of shareholders of such corporation by the
chairman of the board, president or vice-president, or by any proxy appointed in
writing by the chairman of the board, president or a vice-president of the
corporation, or by any other person or persons thereunto authorized by the board
of directors. Shares represented by certificates standing in the name of the
corporation may be endorsed for sale or transfer in the name of the corporation
by the chairman of the board, president or any vice-president or by any other
officer or officers thereunto authorized by the board of directors. Shares
belonging to the corporation need not stand in the name of the corporation, but
may be



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held for the benefit of the corporation in the individual name of the
treasurer or of any other nominee designated for that purpose by the board of
directors.

                                  ARTICLE VIII

                                 INDEMNIFICATION

                  Section 1. Indemnification. (a) Each person who was or is made
a party or is threatened to be made a party to or is otherwise involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the fact that he or she
is or was a director or officer of the corporation or is or was serving at the
request of the corporation as a director, officer, employee, agent or fiduciary
of another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans, whether
the basis of such proceeding is alleged action in an official capacity as a
director, officer, employee or agent or in any other capacity while serving as a
director, officer, employee or agent, shall be indemnified and held harmless by
the corporation to the fullest extent authorized by the Delaware General
Corporation Law, as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment permits the
corporation to provide broader indemnification rights than such law permitted
the corporation to provide prior to such amendment), against all expense,
liability and loss (including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid in settlement) reasonably incurred or
suffered by such person in connection therewith and such indemnification shall
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of his or her heirs, executors and
administrators; provided, however, that, except as provided in paragraph (B) of
Article EIGHTH of the corporation's certificate of incorporation with respect to
proceedings to enforce rights to indemnification, the corporation shall
indemnify any such person in connection with a proceeding (or part thereof)
initiated by such person only if such proceeding (or part thereof) was
authorized by the board of directors of the corporation. The right to
indemnification conferred in this Section shall be a contract right and shall
include the right to be paid by the corporation the expenses incurred in
defending any such proceeding in advance of its final disposition; provided,
however, that, if the Delaware General Corporation Law requires, an advancement
of expenses incurred by a person in his or her capacity as a director or officer
(and not in any other capacity in which service was or is rendered by such
person, including, without limitation, service to an employee benefit plan)
shall be made only upon delivery to the corporation of an undertaking, by or on
behalf of such director or officer, to repay all amounts so advanced if it shall
ultimately be determined that the director or officer is not entitled to be
indemnified under this Section or otherwise. The corporation may, by action of
its board of directors, grant rights to indemnification, and to the advancement
of expenses, to employees and agents of the corporation to the fullest extent
and with the same scope and effect as the foregoing indemnification of, and
advancement of expenses to, directors and officers.

                                      -12-
<PAGE>

                  (b) The right to indemnification and the payment of expenses
incurred in defending a proceeding in advance of its final disposition conferred
in this Section shall not be exclusive of any other right which any person may
have or hereafter acquire under any statute, provision of the certificate of
incorporation, by-laws, agreement, vote of stockholders or disinterested
directors or otherwise.

                  (c) The corporation may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of the corporation
or another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the corporation would
have the power to indemnify such person against such expense, liability or loss
under Delaware law.

                  (d) Any amendment, repeal or modification of any provision of
this Section by the stockholders or the directors of the corporation shall not
adversely affect any right or protection of a director or officer of the
corporation existing at the time of such amendment, repeal or modification.

                                   ARTICLE IX

                        STOCKHOLDER PROTECTION PROVISIONS

                  Unless approved by the holders of a majority of the shares
present and entitled to vote at a duly convened meeting of shareholders, the
Company shall not:

                  (i) grant any stock options with an exercise price that is
less than 100% of the fair market value of the underlying stock on the date of
grant, or reduce the exercise price of any stock option granted under any
existing or future stock option plan;

                  (ii) sell or issue any security of the Company convertible,
exercisable or exchangeable into shares of Common Stock, having a conversion,
exercise or exchange price per share which is subject to downward adjustment
based on the market price of the Common Stock at the time of conversion,
exercise or exchange of such security into Common Stock (except for appropriate
adjustments made to give effect to any stock splits or stock dividends); or

                  (iii) enter into (a) any equity line or similar agreement or
arrangement; or (b) any agreement to sell Common Stock (or any security
convertible, exercisable or exchangeable into shares of Common Stock ("Common
Stock Equivalent")) at a per share price (or, with respect to a Common Stock
Equivalent, at a conversion, exercise or exchange price, as the case may be
("Equivalent Price")) that is fixed after the execution date of the agreement,
whether or not based on any predetermined price-setting formula or calculation
method. Notwithstanding the foregoing, however, a price protection clause shall
be permitted in an agreement for sale of Common Stock or Common Stock
Equivalent, if such clause provides for an adjustment to the price per share of
Common Stock or, with respect to a Common Stock Equivalent, to the Equivalent
Price (provided that such price or Equivalent Price is fixed on or before the
execution



                                      -13-
<PAGE>

date of the agreement) (the "Fixed Price") in the event that the Company, during
the period beginning on the date of the agreement and ending no later than 90
days after the closing date of the transaction, sells shares of Common Stock or
Common Stock Equivalent to another investor at a price or Equivalent Price, as
the case may be, below the Fixed Price.

          This Article IX may not be further amended or repealed without the
affirmative vote of the holders of a majority of the shares present and entitled
to vote at a duly convened meeting of shareholders. Notwithstanding anything
contained herein to the contrary, the provisions in this Article IX shall not
apply to any rights offering and related overallotment subscription offering
that is offered to all of the stockholders of the Company on a pro rata basis.

                                    ARTICLE X

                                   AMENDMENTS

                  These by-laws may be altered, amended or repealed or new
by-laws may be adopted by the stockholders or, except with respect to Article
IX, by the board of directors at any regular meeting of the board of directors
or of the stockholders or at any special meeting of the board of directors or of
the stockholders, if notice of such alteration, amendment, repeal or adoption of
new by-laws be contained in the notice of such special meeting of the
stockholders.