<PAGE>

                                                                     Exhibit 3.3
 
                                    BYLAWS

                                      OF

                              PHARMACOPEIA, INC.
<PAGE>
 
                                TABLE OF CONTENTS
                                -----------------
<TABLE> 
<CAPTION> 
                                                                                                                Page
                                                                                                                ----
<S>                                                                                                             <C> 
ARTICLE 1 - CORPORATE OFFICES.....................................................................................1

         1.1.   REGISTERED OFFICE.................................................................................1
         1.2.   OTHER OFFICES.....................................................................................1
ARTICLE 2 - MEETINGS OF STOCKHOLDERS..............................................................................1
         2.1.   PLACE OF MEETINGS.................................................................................1
         2.2.   ANNUAL MEETING....................................................................................1
         2.3.   SPECIAL MEETING...................................................................................2
         2.4.   NOTICE OF STOCKHOLDERS' MEETINGS..................................................................2
         2.5.   MANNER OF GIVING NOTICE: AFFIDAVIT OF NOTICE......................................................2
         2.6.   QUORUM............................................................................................2
         2.7.   ADJOURNED MEETING: NOTICE.........................................................................3
         2.8.   CONDUCT OF BUSINESS...............................................................................3
         2.9.   VOTING............................................................................................3
         2.10.  WAIVER OF NOTICE..................................................................................4
         2.11.  STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING...........................................4
         2.12.  RECORD DATE FOR STOCKHOLDER NOTICE: VOTING; GIVING CONSENTS.......................................4
         2.13.  PROXIES...........................................................................................5
         2.14.  LIST OF STOCKHOLDERS ENTITLED TO VOTE.............................................................5
ARTICLE 3 - DIRECTORS.............................................................................................6
         3.1.   POWERS............................................................................................6
         3.2.   NUMBER OF DIRECTORS...............................................................................6
         3.3.   ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS...........................................6
         3.4.   RESIGNATION AND VACANCIES.........................................................................6
         3.5.   PLACE OF MEETINGS, MEETINGS BY TELEPHONE..........................................................7
         3.6.   REGULAR MEETINGS..................................................................................7
         3.7.   SPECIAL MEETINGS; NOTICE..........................................................................8
</TABLE> 

                                      -i-
<PAGE>
 
<TABLE> 
<S>                                                                                                              <C> 
         3.8.  QUORUM.............................................................................................8
         3.9.  WAIVER OF NOTICE...................................................................................8
         3.10. BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING..................................................9
         3.11. FEES AND COMPENSATION OF DIRECTORS.................................................................9
         3.12. APPROVAL OF LOANS TO OFFICERS......................................................................9
         3.13. REMOVAL OF DIRECTORS...............................................................................9

ARTICLE 4 - COMMITTEES...........................................................................................10

         4.1.  COMMITTEES OF DIRECTORS...........................................................................10
         4.2.  COMMITTEE MINUTES.................................................................................10
         4.3.  MEETINGS AND ACTION OF COMMITTEES.................................................................11

ARTICLE 5 - OFFICERS.............................................................................................11

         5.1.  OFFICERS..........................................................................................11
         5.2.  APPOINTMENT OF OFFICERS...........................................................................11
         5.3.  SUBORDINATE OFFICERS..............................................................................11
         5.4.  REMOVAL AND RESIGNATION OF OFFICERS...............................................................12
         5.5.  VACANCIES IN OFFICES..............................................................................12
         5.6.  CHAIRMAN OF THE BOARD.............................................................................12
         5.7.  PRESIDENT.........................................................................................12
         5.8.  VICE PRESIDENTS...................................................................................12
         5.9.  SECRETARY.........................................................................................13
         5.10. CHIEF FINANCIAL OFFICER...........................................................................13
         5.11. ASSISTANT SECRETARY...............................................................................14
         5.12. ASSISTANT TREASURER...............................................................................14
         5.13. REPRESENTATION OF SHARES OF OTHER CORPORATIONS....................................................14
         5.14. AUTHORITY AND DUTIES OF OFFICERS..................................................................14

ARTICLE 6 - INDEMNITY............................................................................................14

         6.1.  THIRD PARTY ACTIONS...............................................................................14
         6.2.  ACTIONS BY OR IN THE RIGHT OF THE CORPORATION.....................................................15
</TABLE> 

                                     -ii-
<PAGE>
 
<TABLE> 
<S>                                                                                                              <C> 
         6.3.  SUCCESSFUL DEFENSE................................................................................15
         6.4.  DETERMINATION OF CONDUCT..........................................................................16
         6.5.  PAYMENT OF EXPENSES IN ADVANCE....................................................................16
         6.6.  INDEMNITY NOT EXCLUSIVE...........................................................................16
         6.7.  INSURANCE INDEMNIFICATION.........................................................................16
         6.8.  THE CORPORATION...................................................................................16
         6.9.  EMPLOYEE BENEFIT PLANS............................................................................17
         6.10. CONTINUATION OF INDEMNIFICATION AND ADVANCEMENT OF EXPENSES.......................................17

ARTICLE 7 - RECORDS AND REPORTS..................................................................................17

         7.1.  MAINTENANCE AND INSPECTION OF RECORDS.............................................................17
         7.2.  INSPECTION BY DIRECTORS...........................................................................18
         7.3.  ANNUAL STATEMENT TO STOCKHOLDERS..................................................................18

ARTICLE 8 - GENERAL MATTERS......................................................................................18

         8.1.  CHECKS............................................................................................18
         8.2.  EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS..................................................19
         8.3.  STOCK CERTIFICATES: PARTLY PAID SHARES............................................................19
         8.4.  SPECIAL DESIGNATION ON CERTIFICATES...............................................................19
         8.5.  LOST CERTIFICATES.................................................................................20
         8.6.  CONSTRUCTION: DEFINITIONS.........................................................................20
         8.7.  DIVIDENDS.........................................................................................20
         8.8.  FISCAL YEAR.......................................................................................20
         8.9.  SEAL..............................................................................................21
         8.10. TRANSFER OF STOCK.................................................................................21
         8.11. STOCK TRANSFER AGREEMENTS.........................................................................21
         8.12. REGISTERED STOCKHOLDERS...........................................................................21

ARTICLE 9 - AMENDMENTS...........................................................................................21
</TABLE> 

                                     -iii-
<PAGE>
 
                                     BYLAWS
                                     ------

                                       OF
                                       --

                               PHARMACOPEIA, INC.
                               ------------------

                                   ARTICLE 1
                                   ---------

                                CORPORATE OFFICES
                                -----------------

         1.1.  REGISTERED OFFICE
               -----------------

         The registered office of the corporation shall be in the City of Dover,
County of New Castle, State of Delaware. The name of the registered agent of the
corporation at such location is The Prentice Hall Corporation System, Inc.

         1.2.  OTHER OFFICES
               -------------

         The board of directors may at any time establish other offices at any
place or places where the corporation is qualified to do business.

                                   ARTICLE 2

                           MEETINGS OF STOCKHOLDERS
                           ------------------------

         2.1.  PLACE OF MEETINGS
               -----------------

         Meetings of stockholders shall be held at any place, within or outside
the State of Delaware, designated by the board of directors. In the absence of
any such designation, stockholders' meetings shall be held at the registered
office of the corporation.

         2.2.  ANNUAL MEETING
               --------------

         The annual meeting of stockholders shall be held each year on a date
and at a time designated by the board of directors. In the absence of such
designation the annual meeting of shareholders shall be held on the second
Tuesday of May of each year at 10:00 a.m. However, if such day falls on a legal
holiday, then the meeting shall be held at the same time and place on the next
succeeding business day. At the meeting, directors shall be elected and any
other proper business may be transacted.
<PAGE>
 
         2.3.  SPECIAL MEETING
               ---------------

         A special meeting of the stockholders may be called at any time by the
board of directors, or by the chairman of the board, or by the president, or by
one or more stockholders holding shares in the aggregate entitled to cast not
less than ten percent of the votes at that meeting.

         If a special meeting is called by any person or persons other than the
board of directors, the request shall be in writing, specifying the time of such
meeting and the general nature of the business proposed to be transacted, and
shall be delivered personally or sent by registered mail or by telegraphic or
other facsimile transmission to the chairman of the board, the president or the
secretary of the corporation. No business may be transacted at such special
meeting otherwise than specified in such notice. The officer receiving the
request shall cause notice to be promptly given to the stockholders entitled to
vote, in accordance with the provisions of Sections 2.4 and 2.5 of this Article
II, that a meeting will be held at the time requested by the person or persons
calling the meeting, not less than ten (10) nor more than sixty (60) days after
the receipt of the request. Nothing contained in this paragraph of this Section
2.3 shall be construed as limiting, fixing, or affecting the time when a meeting
of stockholders called by action of the board of directors may be held.

         2.4.  NOTICE OF STOCKHOLDERS' MEETINGS
               --------------------------------

         All notices of meetings with stockholders shall be in writing and shall
be sent or otherwise given in accordance with Section 2.5 of these bylaws not
less than ten (10) nor more than sixty (60) days before the date of the meeting
to each stockholder entitled to vote at such meeting. The notice shall specify
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.

         2.5.  MANNER OF GIVING NOTICE: AFFIDAVIT OF NOTICE
               --------------------------------------------

         Written notice of any meeting of stockholders, if mailed, is given when
deposited in the United States mail, postage prepaid, directed to the
stockholder at his address 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 has been given shall, in the absence of fraud,
be prima facie evidence of the facts stated therein.

         2.6.  QUORUM
               ------

         The holders of a majority of the stock issued and outstanding and
entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute or by the certificate of
incorporation. If, however, such quorum is not present or represented at any
meeting of the stockholders, then either (i) the Chairman of the meeting or (ii)
the stockholders entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a 

                                      -2-
<PAGE>
 
quorum is present or represented. At such adjourned meeting at which a quorum is
present or represented, any business may be transacted that might have been
transacted at the meeting as originally noticed.

         2.7.  ADJOURNED MEETING: NOTICE
               -------------------------

         When a meeting is adjourned to another time or place, unless these
bylaws otherwise require, 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. At the adjourned meeting the corporation may transact any business
that might have been transacted at the original meeting. If the adjournment is
for more than thirty (30) days, or if after the adjournment a new record date is
fixed for the adjourned meeting, a notice of the adjourned meeting shall be
given to each stockholder of record entitled to vote at the meeting.

         2.8.  CONDUCT OF BUSINESS
               -------------------

         The chairman of any meeting of stockholders shall determine the order
of business and the procedure at the meeting, including such regulation of the
manner of voting and the conduct of business.


         2.9.  VOTING
               ------

         The stockholders entitled to vote at any meeting of stockholders shall
be determined in accordance with the provisions of Section 2.12 of these bylaws,
subject to the provisions of Sections 217 and 218 of the General Corporation Law
of Delaware (relating to voting rights of fiduciaries, pledgers and joint owners
of stock and to voting trusts and other voting agreements).

         Except as provided in the last paragraph of this Section 2.9, or as may
be otherwise provided in the certificate of incorporation, each stockholder
shall be entitled to one vote for each share of capital stock held by such
stockholder.

         At a stockholders' meeting at which directors are to be elected, each
stockholder shall be entitled to cumulate votes (i.e., cast for any candidate a
number of votes greater than the number of votes which such stockholder normally
is entitled to cast) if the candidates' names have been properly placed in
nomination (in accordance with these bylaws) prior to commencement of the voting
and the stockholder requesting cumulative voting or any other stockholder voting
at the meeting in person or by proxy has given notice prior to commencement of
the voting of the stockholder's intention to cumulate votes. If cumulative
voting is properly requested, each holder of stock, or of any class or classes
or of a series or series thereof, who elects to cumulate votes shall be entitled
to as many votes as equals the number of votes which (absent this provision as
to cumulative voting) he would be entitled to cast for the election of directors
with respect to his shares of stock multiplied by the number of directors to be
elected by him, and he may cast all of such votes for a single director or may
distribute them among the number to be voted for, or for any two or more of
them, as he may see fit.

                                      -3-
<PAGE>
 
         2.10. WAIVER OF NOTICE
               ----------------

         Whenever notice is required to be given under any provision of the
General Corporation Law of Delaware or of the certificate of incorporation or
these bylaws, a written waiver thereof, signed by the person entitled to notice,
whether before or after the time stated therein, shall be deemed equivalent to
notice. Attendance of 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 because the meeting is not lawfully called or convened. Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the stockholders need be specified in any written waiver of notice unless so
required by the certificate of incorporation or these bylaws.

         2.11. STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING
               -------------------------------------------------------

         Unless otherwise provided in the certificate of incorporation, any
action required by this chapter to be taken at any annual or special meeting of
stockholders of a corporation, or any action that may be taken at any annual or
special meeting of such stockholders, may be taken without a meeting, without
prior notice, and without a vote if a consent in writing, setting forth the
action so taken, is 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.

         Prompt notice of the taking of the corporate action without a meeting
by less than unanimous written consent shall be given to those stockholders who
have not consented in writing. If the action which is consented to is such as
would have required the filing of a certificate under any section of the General
Corporation Law of Delaware if such action had been voted on by stockholders at
a meeting thereof, then the certificate filed under such section shall state, in
lieu of any statement required by such section concerning any vote of
stockholders, that written notice and written consent have been given as
provided in Section 228 of the General Corporation Law of Delaware.

         2.12. RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS
               -----------------------------------------------------------

         In order that the corporation may determine the stockholders entitled
to notice of or to vote at any meeting of stockholders or any adjournment
thereof, or entitled to 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 of 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 (60) nor less than ten (10) days before the date of such
meeting, nor more than sixty (60) days prior to any other action.

                                      -4-
<PAGE>
 
         If the board of directors does not so fix a record date:

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

            (i)   The record date for determining stockholders entitled to
express consent to corporate action in writing without a meeting, when no prior
action by the board of directors is necessary, shall be the day on which the
first written consent is expressed.

            (ii)  The record date for determining stockholders for any other
purpose shall be at the close of business on the day on which the board of
directors adopts the resolution relating thereto.

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

         2.13. PROXIES
               -------

         Each stockholder entitled to vote at a meeting of stockholders or to
express consent or dissent to corporate action in writing without a meeting may
authorize another person or persons to act for him by a written proxy, signed by
the stockholder and filed with the secretary of the corporation, but no such
proxy shall be voted or acted upon after three (3) years from its date, unless
the proxy provides for a longer period. A proxy shall be deemed signed if the
stockholder's name is placed on the proxy (whether by manual signature,
typewriting, telegraphic transmission or otherwise) by the stockholder or the
stockholder's attorney-in-fact. The revocability of a proxy that states on its
face that it is irrevocable shall be governed by the provisions of Section
212(c) of the General Corporation Law of Delaware.

         2.14. LIST OF STOCKHOLDERS ENTITLED TO VOTE
               ------------------------------------- 

         The officer who has charge of the stock ledger of a corporation shall
prepare and make, at least ten (10) 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 addresses 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, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten (10) days prior to
the meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present. Such list shall
presumptively determine the identity of the stockholders entitled to vote at the
meeting and the number of shares held by each of them.

                                      -5-
<PAGE>
 
                                   ARTICLE 3

                                   DIRECTORS
         3.1.  POWERS
               ------

         Subject to the provisions of the General Corporation Law of Delaware
and any limitations in the certificate of incorporation or these bylaws relating
to action required to be approved by the stockholders or by the outstanding
shares, the business and affairs of the corporation shall be managed and all
corporate powers shall be exercised by or under the direction of the board of
directors.

         3.2.  NUMBER OF DIRECTORS
               -------------------

         The board of directors shall consist of one (1) or more members, the
number thereof to be determined from time to time by resolution of the board of
directors.

         No reduction of the authorized number of directors shall have the
effect of removing any director before that director's term of office expires.

         3.3.  ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS
               -------------------------------------------------------

         Except as provided in Section 3.4 of these bylaws, directors shall be
elected at each annual meeting of stockholders to hold office until the next
annual meeting. Directors need not be stockholders unless so required by the
certificate of incorporation or these bylaws, wherein other qualifications for
directors may be prescribed. Each director, including a director elected to fill
a vacancy, shall hold office until his successor is elected and qualified or
until his earlier resignation or removal.

         Elections of directors need not be by written ballot.

         3.4.  RESIGNATION AND VACANCIES
               -------------------------

         Any director may resign at any time upon written notice to the
attention of the Secretary of the corporation. When one or more directors so
resigns and the resignation is effective at a future date, a majority of the
directors then in office, including those who have so resigned, shall have power
to fill such vacancy or vacancies, the vote thereon to take effect when such
resignation or resignations shall become effective, and each director so chosen
shall hold office as provided in this section in the filling of other vacancies.

         Unless otherwise provided in the certificate of incorporation or these
bylaws:

            (i)   Vacancies and newly created directorships resulting from any
increase in the authorized number of directors elected by all of the
stockholders having the right to vote as a 

                                      -6-
<PAGE>
 
single class may be filled by a majority of the directors then in office,
although less than a quorum, or by a sole remaining director.

            (ii)  Whenever the holders of any class or classes of stock or
series thereof are entitled to elect one or more directors by the provisions of
the certificate of incorporation, vacancies and newly created directorships of
such class or classes or series may be filled by a majority of the directors
elected by such class or classes or series thereof then in office, or by a sole
remaining director so elected.

         If at any time, by reason of death or resignation or other cause, the
corporation should have no directors in office, then any officer or any
stockholder or an executor, administrator, trustee or guardian of a stockholder,
or other fiduciary entrusted with like responsibility for the person or estate
of a stockholder, may call a special meeting of stockholders in accordance with
the provisions of the certificate of incorporation or these bylaws, or may apply
to the Court of Chancery for a decree summarily ordering an election as provided
in Section 211 of the General Corporation Law of Delaware.

         If, at the time of filling any vacancy or any newly created
directorship, the directors then in office constitute less than a majority of
the whole board (as constituted immediately prior to any such increase), then
the Court of Chancery may, upon application of any stockholder or stockholders
holding at least ten (10) percent of the total number of the shares at the time
outstanding having the right to vote for such directors, summarily order an
election to be held to fill any such vacancies or newly created directorships,
or to replace the directors chosen by the directors then in office as aforesaid,
which election shall be governed by the provisions of Section 211 of the General
Corporation Law of Delaware as far as applicable.

         3.5.  PLACE OF MEETINGS; MEETINGS BY TELEPHONE
               ----------------------------------------

         The board of directors of the corporation may hold meetings, both
regular and special, either within or outside the State of Delaware.

         Unless otherwise restricted by the certificate of incorporation or
these bylaws, members of the board of directors, or any committee designated by
the board of directors, may participate in a meeting of the board of directors,
or any 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 such participation in a meeting shall constitute presence in
person at the meeting.

         3.6.  REGULAR MEETINGS
               ----------------

         Regular meetings of the board of directors may be held without notice
at such time and at such place as shall from time to time be determined by the
board.

                                      -7-
<PAGE>
 
         3.7.  SPECIAL MEETINGS; NOTICE
               ------------------------

         Special meetings of the board of directors for any purpose or purposes
may be called at any time by the chairman of the board, the president, any vice
president, the secretary or any two (2) directors .

         Notice of the time and place of special meetings shall be delivered
personally or by telephone to each director or sent by first-class mail or
telegram, charges prepaid, addressed to each director at that director's address
as it is shown on the records of the corporation. If the notice is mailed, it
shall be deposited in the United States mail at least four (4) days before the
time of the holding of the meeting. If the notice is delivered personally or by
telephone or by telegram, it shall be delivered personally or by telephone or to
the telegraph company at least forty-eight (48) hours before the time of the
holding of the meeting. Any oral notice given personally or by telephone may be
communicated either to the director or to a person at the office of the director
who the person giving the notice has reason to believe will promptly communicate
it to the director. The notice need not specify the purpose or the place of the
meeting, if the meeting is to be held at the principal executive office of the
corporation.

         3.8.  QUORUM
               ------

         At all meetings of the board of directors, a majority of the authorized
number of directors shall constitute a quorum for the transaction of business
and the act of a majority of the directors present at any meeting at which there
is a quorum shall be the act of the board of directors, except as may be
otherwise specifically provided by statute or by the certificate of
incorporation. If a quorum is not present at any meeting of the board of
directors, then the directors present thereat may adjourn the meeting from time
to time, without notice other than announcement at the meeting, until a quorum
is present.

         A meeting at which a quorum is initially present may continue to
transact business notwithstanding the withdrawal of directors, if any action
taken is approved by at least a majority of the required quorum for that
meeting.

         3.9.  WAIVER OF NOTICE
               ----------------

         Whenever notice is required to be given under any provision of the
General Corporation Law of Delaware or of the certificate of incorporation or
these bylaws, a written waiver thereof, signed by the person entitled to notice,
whether before or after the time stated therein, shall be deemed equivalent to
notice. Attendance of 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 because the meeting is not lawfully called or convened. Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the directors, or members of a committee of directors, need be specified in
any written waiver of notice unless so required by the certificate of
incorporation or these bylaws.

                                      -8-
<PAGE>
 
         3.10.  BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING
                -------------------------------------------------

         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 or committee, as the case may be, consent thereto in
writing and the writing or writings are filed with the minutes of proceedings of
the board or committee.

         3.11.  FEES AND COMPENSATION OF DIRECTORS
                ----------------------------------

         Unless otherwise restricted by the certificate of incorporation or
these bylaws, the board of directors shall have the authority to fix the
compensation of directors.

         3.12.  APPROVAL OF LOANS TO OFFICERS
                -----------------------------

         The corporation may lend money to, or guarantee any obligation of, or
otherwise assist any officer or other employee of the corporation or of its
subsidiary, including any officer or employee who is a director of the
corporation or its subsidiary, whenever, in the judgment of the directors, such
loan, guaranty or assistance may reasonably be expected to benefit the
corporation. The loan, guaranty or other assistance may be with or without
interest and may be unsecured, or secured in such manner as the board of
directors shall approve, including, without limitation, a pledge of shares of
stock of the corporation. Nothing in this section contained shall be deemed to
deny, limit or restrict the powers of guaranty or warranty of the corporation at
common law or under any statute.

         3.13.  REMOVAL OF DIRECTORS
                --------------------

         Unless otherwise restricted by statute, by the certificate of
incorporation or by these bylaws, any director or the entire board of directors
may be removed, with or without cause, by the holders of a majority of the
shares then entitled to vote at an election of directors; provided, however,
that, so long as shareholders of the corporation are entitled to cumulative
voting, if less than the entire board is to be removed, no director may be
removed without cause if the votes cast against his removal would be sufficient
to elect him if then cumulatively voted at an election of the entire board of
directors.

         No reduction of the authorized number of directors shall have the
effect of removing any director prior to the expiration of such director's term
of office.

                                  ARTICLE 4 

                                  COMMITTEES

         4.1.   COMMITTEES OF DIRECTORS
                -----------------------

         The board of directors may, by resolution passed by a majority of the
whole board, designate one or more committees, with each committee to consist of
one or more of the directors 

                                      -9-
<PAGE>
 
of the corporation. 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 the committee. In the absence or disqualification of a member of
a committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the board of directors to act at the
meeting in the place of any such absent or disqualified member. Any such
committee, to the extent provided in the resolution of the board of directors or
in the bylaws of the corporation, 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 that may require it; but no such committee shall have the
power or authority to (i) amend the certificate of incorporation (except that a
committee may, to the extent authorized in the resolution or resolutions
providing for the issuance of shares of stock adopted by the board of directors
as provided in Section 151(a) of the General Corporation Law of Delaware, fix
the designations and any of the preferences or rights of such shares relating to
dividends, redemption, dissolution, any distribution of assets of the
corporation or the conversion into, or the exchange of such shares for, shares
of any other class or classes or any other series of the same or any other class
or classes of stock of the corporation or fix the number of shares of any series
of stock or authorize the increase or decrease of the shares of any series),
(ii) adopt an agreement of merger or consolidation under Sections 251 or 252 of
the General Corporation Law of Delaware, (iii) recommend to the stockholders the
sale, lease or exchange of all or substantially all of the corporation's
property and assets, (iv) recommend to the stockholders a dissolution of the
corporation or a revocation of a dissolution, or (v) amend the bylaws of the
corporation; and, unless the board resolution establishing the committee, the
bylaws or the certificate of incorporation expressly so provide, no such
committee shall have the power or 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 of Delaware.

         4.2.   COMMITTEE MINUTES
                -----------------

         Each committee shall keep regular minutes of its meetings and report
the same to the board of directors when required.

         4.3.   MEETINGS AND ACTION OF COMMITTEES
                ---------------------------------

         Meetings and actions of committees shall be governed by, and held and
taken in accordance with, the provisions of Article III of these bylaws, Section
3.5 (place of meetings and meetings by telephone), Section 3.6 (regular
meetings), Section 3.7 (special meetings and notice), Section 3.8 (quorum),
Section 3.9 (waiver of notice), and Section 3.10 (action without a meeting),
with such changes in the context of those bylaws as are necessary to substitute
the committee and its members for the board of directors and its members;
provided, however, that the time of regular meetings of committees may be
determined either by resolution of the board of directors or by resolution of
the committee, that special meetings of committees may also be called by
resolution of the board of directors and that notice of special meetings of
committees 

                                     -10-
<PAGE>
 
shall also be given to all alternate members, who shall have the right to attend
all meetings of the committee. The board of directors may adopt rules for the
government of any committee not inconsistent with the provisions of these
bylaws.

                                  ARTICLE 5 

                                   OFFICERS

         5.1.   OFFICERS
                --------

         The officers of the corporation shall be a president, a secretary, and
a chief financial officer. The corporation may also have, at the discretion of
the board of directors, a chairman of the board, one or more vice presidents,
one or more assistant vice presidents, one or more assistant secretaries, one or
more assistant treasurers, and any such other officers as may be appointed in
accordance with the provisions of Section 5.3 of these bylaws. Any number of
offices may be held by the same person.

         5.2.   APPOINTMENT OF OFFICERS
                -----------------------

         The officers of the corporation, except such officers as may be
appointed in accordance with the provisions of Sections 5.3 or 5.5 of these
bylaws, shall be appointed by the board of directors, subject to the rights, if
any, of an officer under any contract of employment.

         5.3.   SUBORDINATE OFFICERS
                --------------------

         The board of directors may appoint, or empower the president to
appoint, such other officers and agents as the business of the corporation may
require, each of whom shall hold office for such period, have such authority,
and perform such duties as are provided in these bylaws or as the board of
directors may from time to time determine.

         5.4.   REMOVAL AND RESIGNATION OF OFFICERS
                -----------------------------------

         Subject to the rights, if any, of an officer under any contract of
employment, any officer may be removed, either with or without cause, by an
affirmative vote of the majority of the board of directors at any regular or
special meeting of the board or, except in the case of an officer chosen by the
board of directors, by any officer upon whom such power of removal may be
conferred by the board of directors.

         Any officer may resign at any time by giving written notice to the
corporation. Any resignation shall take effect at the date of the receipt of
that notice or at any later time specified in that notice; and, unless otherwise
specified in that notice, the acceptance of the resignation shall not be
necessary to make it effective. Any resignation is without prejudice to the
rights, if any, of the corporation under any contract to which the officer is a
party.

                                     -11-
<PAGE>
 
         5.5.   VACANCIES IN OFFICES
                --------------------

         Any vacancy occurring in any office of the corporation shall be filled
by the board of directors.

         5.6.   CHAIRMAN OF THE BOARD
                ---------------------

         The chairman of the board, if such an officer be elected, shall, if
present, preside at meetings of the board of directors and exercise and perform
such other powers and duties as may from time to time be assigned to him by the
board of directors or as may be prescribed by these bylaws. If there is no
president, then the chairman of the board shall also be the chief executive
officer of the corporation and shall have the powers and duties prescribed in
Section 5.7 of these bylaws.

         5.7.   PRESIDENT
                ---------

         Subject to such supervisory powers, if any, as may be given by the
board of directors to the chairman of the board, if there be such an officer,
the president shall be the chief executive officer of the corporation and shall,
subject to the control of the board of directors, have general supervision,
direction, and control of the business and the officers of the corporation. He
shall preside at all meetings of the stockholders and, in the absence or
nonexistence of a chairman of the board, at all meetings of the board of
directors. He shall have the general powers and duties of management usually
vested in the office of president of a corporation and shall have such other
powers and duties as may be prescribed by the board of directors or these
bylaws.

         5.8.   VICE PRESIDENTS
                ---------------

         In the absence or disability of the president, the vice president; if
any, in order of their rank as fixed by the board of directors or, if not
ranked, a vice president designated by the board of directors, shall perform all
the duties of the president and when so acting shall have all the powers of, and
be subject to all the restrictions upon, the president. The vice presidents
shall have such other powers and perform such other duties as from time to time
may be prescribed for them respectively by the board of directors, these bylaws,
the president or the chairman of the board.

         5.9.   SECRETARY
                ---------

         The secretary shall keep or cause to be kept, at the principal
executive office of the corporation or such other place as the board of
directors may direct, a book of minutes of all meetings and actions of
directors, committees of directors, and stockholders. The minutes shall show the
time and place of each meeting, whether regular or special (and, if special, how
authorized and the notice given), the names of those present at directors'
meetings or committee meetings, the number of shares present or represented at
stockholders' meetings, and the proceedings thereof.

         The secretary shall keep, or cause to be kept, at the principal
executive office of the corporation or at the office of the corporation's
transfer agent or registrar, as determined by resolution of the board of
directors, a share register, or a duplicate share register, showing the names of
all 

                                     -12-
<PAGE>
 
stockholders and their addresses, the number and classes of shares held by
each, the number and date of certificates evidencing such shares, and the number
and date of cancellation of every certificate surrendered for cancellation.

         The secretary shall give, or cause to be given, notice of all meetings
of the stockholders and of the board of directors required to be given by law or
by these bylaws. He shall keep the seal of the corporation, if one be adopted,
in safe custody and shall have such other powers and perform such other duties
as may be prescribed by the board of directors or by these bylaws.

         5.10.  CHIEF FINANCIAL OFFICER
                -----------------------

         The chief financial officer shall keep and maintain, or cause to be
kept and maintained, adequate and correct books and records of accounts of the
properties and business transactions of the corporation, including accounts of
its assets, liabilities, receipts, disbursements, gains, losses, capital
retained earnings, and shares . The books of account shall at all reasonable
times be open to inspection by any director.

         The chief financial officer shall deposit all moneys and other
valuables in the name and to the credit of the corporation with 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, shall
render to the president and directors, whenever they request it, an account of
all his transactions as chief financial officer and of the financial condition
of the corporation, and shall have other powers and perform such other duties as
may be prescribed by the board of directors or these bylaws.

         The chief financial officer shall be the treasurer of the corporation.

         5.11.  ASSISTANT SECRETARY
                -------------------

         The assistant secretary, or, if there is more than one, the assistant
secretaries in the order determined by the stockholders or board of directors
(or if there be no such determination, then in the order of their election)
shall, in the absence of the secretary or in the event of his or her 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 may be
prescribed by the board of directors or these bylaws.

         5.12.  ASSISTANT TREASURER
                -------------------

         The assistant treasurer, or, if there is more than one, the assistant
treasurers, in the order determined by the stockholders or board of directors
(or if there be no such determination, then in the order of their election),
shall , in the absence of the chief financial officer or in the event of his or
her inability or refusal to act, perform the duties and exercise the powers of
the chief financial officer and shall perform such other duties and have such
other powers as may be prescribed by the board of directors or these bylaws.

                                     -13-
<PAGE>
 
         5.13.  REPRESENTATION OF SHARES OF OTHER CORPORATIONS
                ----------------------------------------------

         The chairman of the board, the president, any vice president, the chief
financial officer, the secretary or assistant secretary of this corporation, or
any other person authorized by the board of directors or the president or a vice
president, is authorized to vote, represent, and exercise on behalf of this
corporation all rights incident to any and all shares of any other corporation
or corporations standing in the name of this corporation. The authority granted
herein may be exercised either by such person directly or by any other person
authorized to do so by proxy or power of attorney duly executed by such person
having the authority.

         5.14.  AUTHORITY AND DUTIES OF OFFICERS
                --------------------------------

         In addition to the foregoing authority and duties, all officers of the
corporation shall respectively have such authority and perform such duties in
the management of the business of the corporation as may be designated from time
to time by the board of directors or the stockholders.

                                   ARTICLE 6

                                   INDEMNITY

         6.1.   THIRD PARTY ACTIONS
                -------------------

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

         6.2.   ACTIONS BY OR IN THE RIGHT OF THE CORPORATION
                ---------------------------------------------

         The corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or 

                                     -14-
<PAGE>
 
agent of corporation, or is or was serving at the request of the corporation as
a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against expenses (including attorneys'
fees) and amounts paid in settlement (if such settlement is approved in advance
by the corporation, which approval shall not be unreasonably withheld) actually
and reasonably incurred by him in connection with the defense or settlement of
such action or suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation,
except that no indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Delaware Court of Chancery or
the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Delaware Court of Chancery or such other
court shall deem proper. Notwithstanding any other provision of this Article VI,
no person shall be indemnified hereunder for any expenses or amounts paid in
settlement with respect to any action to recover short-swing profits under
Section 16(b) of the Securities Exchange Act of 1934, as amended.

         6.3.   SUCCESSFUL DEFENSE
                ------------------

         To the extent that a director, officer, employee or agent of the
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Sections 6.1 and 6.2, or in defense of
any claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.

         6.4.   DETERMINATION OF CONDUCT
                ------------------------

         Any indemnification under Sections 6.1 and 6.2 (unless ordered by a
court) shall be made by the corporation only as authorized in the specific case
upon a determination that the indemnification of the director, officer, employee
or agent is proper in the circumstances because he has met the applicable
standard of conduct set forth in Sections 6.1 and 6.2. Such determination shall
be made (l) by the Board of Directors or the Executive Committee by a majority
vote of a quorum consisting of directors who were not parties to such action,
suit or proceeding or (2) or if such quorum is not obtainable or, even if
obtainable, a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, or (3) by the stockholders. Notwithstanding the
foregoing, a director, officer, employee or agent of the corporation shall be
entitled to contest any determination that the director, officer, employee or
agent has not met the applicable standard of conduct set forth in Sections 6.1
and 6.2 by petitioning a court of competent jurisdiction.

         6.5.   PAYMENT OF EXPENSES IN ADVANCE
                ------------------------------

         Expenses incurred in defending a civil or criminal action, suit or
proceeding, by an individual who may be entitled to indemnification pursuant to
Section 6.1 or 6.2, shall be paid by the corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by
or on behalf of the director, officer, employee or agent to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the corporation as authorized in this Article VI.

                                     -15-
<PAGE>
 
         6.6.  INDEMNITY NOT EXCLUSIVE
               -----------------------

         The indemnification and advancement of expenses provided by or granted
pursuant to the other sections of this Article VI shall not be deemed exclusive
of any other rights to which those seeking indemnification or advancement of
expenses may be entitled under any by-law, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office.

         6.7.  INSURANCE INDEMNIFICATION
               -------------------------

         The corporation shall have the 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 another corporation, partnership, joint
venture, trust or other enterprise, against any liability asserted against him
and incurred by him in any such capacity or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under the provisions of this Article VI.

         6.8.  THE CORPORATION
               ---------------

         For purposes of this Article VI, references to the corporation shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent, absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under and subject to the provisions of this Article VI (including,
without limitation the provisions of Section 6.4) with respect to the resulting
or surviving corporation as he would have with respect to such constituent
corporation if its separate existence had continued.

         6.9.  EMPLOYEE BENEFIT PLANS
               ----------------------

         For purposes of this Article VI, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to an employee benefit plan; and
references to "serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer, employee, or
agent with respect to an employee benefit plan, its participants, or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this Article
VI.

                                     -16-
<PAGE>
 
         6.10. CONTINUATION OF INDEMNIFICATION AND ADVANCEMENT OF EXPENSES
               -----------------------------------------------------------

         The indemnification and advancement of expenses provided by, or granted
pursuant to, this Article VI shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.

                                   ARTICLE 7

                              RECORDS AND REPORTS

         7.1.  MAINTENANCE AND INSPECTION OF RECORDS
               -------------------------------------

         The corporation shall, either at its principal executive office or at
such place or places as designated by the board of directors, keep a record of
its stockholders listing their names and addresses and the number and class of
shares held by each stockholder, a copy of these bylaws as amended to date,
accounting books, and other records.

         Any stockholder of record, in person or by attorney or other agent,
shall, upon written demand under oath stating the purpose thereof, have the
right during the usual hours for business to inspect for any proper purpose the
corporation's stock ledger, a list of its stockholders, and its other books and
records and to make copies or extracts therefrom. A proper purpose shall mean a
purpose reasonably related to such person's interest as a stockholder. In every
instance where an attorney or other agent is the person who seeks the right to
inspection, the demand under oath shall be accompanied by a power of attorney or
such other writing that authorizes the attorney or other agent so to act on
behalf of the stockholder. The demand under oath shall be directed to the
corporation at its registered office in Delaware or at its principal place of
business.

         The officer who has charge of the stock ledger of the corporation shall
prepare and make, at least ten (10) days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, 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, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten (10) days prior to
the meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present.

         7.2.  INSPECTION BY DIRECTORS
               -----------------------

         Any director shall have the right to examine the corporation's stock
ledger, a list of its stockholders, and its other books and records for a
purpose reasonably related to his position as a director. The Court of Chancery
is hereby vested with the exclusive jurisdiction to determine whether 

                                     -17-
<PAGE>
 
a director is entitled to the inspection sought. The Court may summarily order
the corporation to permit the director to inspect any and all books and records,
the stock ledger, and the stock list and to make copies or extracts therefrom.
The Court may, in its discretion, prescribe any limitations or conditions with
reference to the inspection, or award such other and further relief as the Court
may deem just and proper.

         7.3.  ANNUAL STATEMENT TO STOCKHOLDERS
               --------------------------------

         The board of directors shall present at each annual meeting, and at any
special meeting of the stockholders when called for by vote of the stockholders,
a full and clear statement of the business and condition of the corporation.

                                  ARTICLE 8 

                                GENERAL MATTERS

         8.1.  CHECKS
               ------

         From time to time, the board of directors shall determine by resolution
which person or persons may sign or endorse all checks, drafts, other orders for
payment of money, notes or other evidences of indebtedness that are issued in
the name of or payable to the corporation, and only the persons so authorized
shall sign or endorse those instruments.

         8.2.  EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS
               ------------------------------------------------

         The board of directors, except as otherwise provided in these bylaws,
may authorize any officer or officers, or agent or agents, to enter into any
contract or execute any instrument in the name of and on behalf of the
corporation; such authority may be general or confined to specific instances.
Unless so authorized or ratified by the board of directors or within the agency
power of an officer, no officer, agent or employee shall have any power or
authority to bind the corporation by any contract or engagement or to pledge its
credit or to render it liable for any purpose or for any amount.

         8.3.  STOCK CERTIFICATES; PARTLY PAID SHARES
               --------------------------------------

         The shares of the corporation shall be represented by certificates,
provided that the board of directors of the corporation may provide by
resolution or resolutions that some or all of any or all classes or series of
its stock shall be uncertificated shares. Any such resolution shall not apply to
shares represented by a certificate until such certificate is surrendered to the
corporation. Notwithstanding the adoption of such a resolution by the board of
directors, every holder of stock represented by certificates and upon request
every holder of uncertificated shares shall be entitled to have a certificate
signed by, or in the name of the corporation by the chairman or vice-chairman of
the board of directors, or the president or vice-president, and by the chief
financial officer or an assistant treasurer, or the secretary or an assistant
secretary of such corporation representing the 

                                     -18-
<PAGE>
 
number of shares registered in certificate form. Any or all of the signatures on
the certificate may be a facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a
certificate has 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.

         The corporation may issue the whole or any part of its shares as partly
paid and subject to call for the remainder of the consideration to be paid
therefor. Upon the face or back of each stock certificate issued to represent
any such partly paid shares, upon the books and records of the corporation in
the case of uncertificated partly paid shares, the total amount of the
consideration to be paid therefor and the amount paid thereon shall be stated.
Upon the declaration of any dividend on fully paid shares, the corporation shall
declare a dividend upon partly paid shares of the same class, but only upon the
basis of the percentage of the consideration actually paid thereon.

         8.4.  SPECIAL DESIGNATION ON CERTIFICATES
               -----------------------------------

         If the corporation is authorized to issue more than one class of stock
or more than one series of any class, then the powers, the designations, the
preferences, and the relative, participating, optimal 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 that the corporation shall
issue to represent such class or series of stock; provided, however, that,
except as otherwise provided in Section 202 of the General Corporation Law of
Delaware, in lieu of the foregoing requirements there may be set forth on the
face or back of the certificate that 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, the designations,
the preferences, and the 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.

         8.5.  LOST CERTIFICATES
               -----------------

         Except as provided in this Section 8.5, no new certificates for shares
shall be issued to replace a previously issued certificate unless the latter is
surrendered to the corporation and canceled at the same time. The corporation
may issue a new certificate of stock or uncertificated shares in the place of
any certificate theretofore issued by it, alleged to have been lost, stolen or
destroyed, and the corporation may require the owner of the lost, stolen or
destroyed certificate, or his legal representative, to give the corporation a
bond sufficient to indemnify it against any claim that may be made against it on
account of the alleged loss, theft or destruction of any such certificate or the
issuance of such new certificate or uncertificated shares.

                                     -19-
<PAGE>
 
         8.6.  CONSTRUCTION; DEFINITIONS
               -------------------------

         Unless the context requires otherwise, the general provisions, rules of
construction, and definitions in the Delaware General Corporation Law shall
govern the construction of these bylaws. Without limiting the generality of this
provision, the singular number includes the plural, the plural number includes
the singular, and the term "person" includes both a corporation and a natural
person.

         8.7.  DIVIDENDS
               ---------

         The directors of the corporation, subject to any restrictions contained
in (i) the General Corporation Law of Delaware or (ii) the certificate of
incorporation, may declare and pay dividends upon the shares of its capital
stock. Dividends may be paid in cash, in property, or in shares of the
corporation's capital stock.

         The directors of the corporation may set apart out of any of the funds
of the corporation available for dividends a reserve or reserves for any proper
purpose and may abolish any such reserve. Such purposes shall include but not be
limited to equalizing dividends, repairing or maintaining any property of the
corporation, and meeting contingencies.

         8.8.  FISCAL YEAR
               -----------

         The fiscal year of the corporation shall be fixed by resolution of the
board of directors and may be changed by the board of directors.

         8.9.  SEAL
               ----

         The corporation may adopt a corporate seal, which shall be adopted and
which may be altered by the board of directors, and may use the same by causing
it or a facsimile thereof to be impressed or affixed or in any other manner
reproduced.

         8.10. TRANSFER 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, assignation 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 in its books.

         8.11. STOCK TRANSFER AGREEMENTS
               -------------------------

         The corporation shall have power to enter into and perform any
agreement with any number of stockholders of any one or more classes of stock of
the corporation to restrict the transfer of shares of stock of the corporation
of any one or more classes owned by such stockholders in any manner not
prohibited by the General Corporation Law of Delaware.

                                     -20-
<PAGE>
 
         8.12. 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, shall be entitled to hold liable for calls and
assessments the 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 another person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.

                                  ARTICLE 9 

                                  AMENDMENTS

         The bylaws of the corporation may be adopted, amended or repealed by
the stockholders entitled to vote; provided, however, that the corporation may,
in its certificate of incorporation, confer the power to adopt, amend or repeal
bylaws upon the directors. The fact that such power has been so conferred upon
the directors shall not divest the stockholders of the power, nor limit their
power to adopt, amend or repeal bylaws.

                                     -21-
<PAGE>
 
                            CERTIFICATE OF AMENDMENT
                                OF THE BYLAWS OF
                               PHARMACOPEIA, INC.


                  On November 27, 1995, the Bylaws of this corporation were
amended as follows:

                  The first paragraph of Article 2, Section 2.3 of the Bylaws of
this corporation was amended in its entirety to read as follows:

                  2.3      SPECIAL MEETING
                           ---------------

                  A special meeting of the stockholders may be called at any
         time by the board of directors, or by the chairman of the board, or by
         the president, or by one or more stockholders holding shares in the
         aggregate entitled to cast not less than fifty percent of the votes at
         that meeting.

                  Article 2, Section 2.9 was amended in its entirety to read as
follows:

                  2.9      VOTING
                           ------

                  The stockholders entitled to vote at any meeting of
         stockholders shall be determined in accordance with the provisions of
         Section 2.12 of these bylaws, subject to the provisions of Sections 217
         and 218 of the General Corporation Law of Delaware (relating to voting
         rights of fiduciaries, pledgers and joint owners of stock and to voting
         trusts and other agreements).

                  Each stockholder shall be entitled to one vote for each share
         of capital stock held by such stockholder.

                  Article 3, Section 3.2 was amended in its entirety to read as
follows:

                  3.2      NUMBERS OF DIRECTORS
                           --------------------

                  The number of directors which shall constitute the whole Board
         of Directors shall be seven (7).

                  Article 3, Section 3.13 was amended in its entirety to read as
follows:

                  3.13     REMOVAL OF DIRECTORS
                           --------------------

                  Unless otherwise restricted by statute, by the certificate of
         incorporation or by these bylaws, any director or the entire board of
         directors may be removed, with or without cause, by the holders of a
         majority of the shares then entitled to vote at an election of
         directors.
<PAGE>
 
                  No reduction of the authorized number of directors shall have
         the effect of removing any director prior to the expiration of such
         director's term of office.


                                     -23-
<PAGE>
 
                            CERTIFICATE OF AMENDMENT

                                OF THE BYLAWS OF

                               PHARMACOPEIA, INC.



                  Effective at the close of business on May 8, 1997, Article 3,
         Section 3.2 of the Bylaws of this corporation is amended in its
         entirety to read as follows:

                        3.2   NUMBER OF DIRECTORS
                              -------------------

                        The number of directors which shall constitute the whole
                  Board of Directors shall be eight (8).


                                     -24-