As Amended and Restated September 23, 1997


                                     BYLAWS
                                       OF
                               GENTA INCORPORATED


                                    ARTICLE I

                            MEETINGS OF STOCKHOLDERS

         Section 1. Place of Meetings. All meetings of the stockholders shall be
held at such place  within or without the state of Delaware as may be fixed from
time to time by the Board of Directors or the chief executive officer, or if not
so designated, at the registered office of the corporation.

         Section 2. Annual Meeting.  Annual  meetings of  stockholders  shall be
held at such date and time as shall be designated from time to time by the Board
of  Directors  and stated in the notice of  meeting.  At the annual  meeting the
stockholders  shall elect by a plurality  vote the number of directors  equal to
the number of directors of the class whose term expires at such meetings (or, if
fewer, the number of directors properly nominated and qualified for election) to
hold office until the third  succeeding  annual  meeting of  stockholders  after
their election.

         Section 3. Business Properly Conducted at Annual Meetings. At an annual
meeting of the stockholders, only such business shall be conducted as shall have
been  properly  brought  before the meeting.  To be properly  brought  before an
annual  meeting,  business  must be  specified  in the notice of meeting (or any
supplement  thereto)  given by or at the  direction  of the Board of  Directors,
otherwise  properly  brought  before the meeting by or at the  direction  of the
Board of  Directors,  or  otherwise  properly  brought  before the  meeting by a
stockholder.  In addition to any other applicable requirements,  for business to
be properly  brought before an annual meeting by a stockholder,  the stockholder
must have  given  timely  notice  thereof in  writing  to the  secretary  of the
corporation. To be timely, a stockholder's notice must be delivered to or mailed
and received at the principal  executive  offices of the  corporation,  not less
than fifty days nor more than seventy-five days prior to the meeting;  provided,
however,  that in the  event  that less than  sixty-five  days'  notice or prior
public  disclosure of the date of the meeting is given or made to  stockholders,
notice by the  stockholder  to be timely must be so received  not later than the
close of business on the 15th day  following the day on which such notice of the
date of the annual  meeting was mailed or such  public  disclosure  was made.  A
stockholder's notice to the


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secretary  shall set forth as to each matter the  stockholder  proposes to bring
before the annual meeting (i) a brief  description of the business desired to be
brought before the annual  meeting and the reasons for conducting  such business
at the  annual  meeting,  (ii) the name and record  address  of the  stockholder
proposing such business, (iii) the class and number of shares of the corporation
which are beneficially  owned by the stockholder and (iv) any material  interest
of the stockholder in such business. The chairman of an annual meeting shall, if
the facts  warrant,  determine  and declare to the meeting that business was not
properly  brought  before the meeting in accordance  with the provisions of this
Section, and if the chairman should so determine,  the chairman shall so declare
to the meeting and any such  business  not properly  brought  before the meeting
shall not be transacted.

         Section 4. Special Meetings. Special meetings of the stockholders,  for
any purpose or purposes,  may be called only by the chairman of the board or the
chief  executive  officer or by the Board of Directors  pursuant to a resolution
approved by a majority of the Board of Directors.

         Section 5. Notice of  Meetings.  Except as  otherwise  provided by law,
written notice of each meeting of stockholders,  annual or special,  stating the
place,  date and hour of the meeting and, in the case of a special meeting,  the
purpose or  purposes  for which the  meeting is called,  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 6. Voting List.  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 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 or town 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 7.  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,


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except as otherwise  provided by statute,  the certificate of  incorporation  or
these bylaws.

         Section 8.  Adjournments.  Any meeting of stockholders may be adjourned
from time to time to any other time and to any other place at which a meeting of
stockholders  may be held under  these  bylaws,  which  time and place  shall be
announced at the meeting, by a majority of the stockholders present in person or
represented  by proxy at the  meeting and  entitled to vote,  though less than a
quorum, or, if no stockholder is present or represented by proxy, by any officer
entitled to preside at or to act as secretary of such  meeting,  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 original  meeting.  If the  adjournment  is for more than thirty days, or if
after the  adjournment a new record date is fixed for the adjourned  meeting,  a
notice of the  adjourned  meeting shall be given to each  stockholder  of record
entitled to vote at the meeting.

         Section 9. Action at Meetings. When a quorum is present at any meeting,
the vote of the  holders  of a  majority  of the  stock  present  in  person  or
represented  by proxy and  entitled  to vote on the  question  shall  decide any
question  brought before such meeting,  unless the question is one upon which by
express  provision of law, the certificate of  incorporation  or these bylaws, a
different vote is required,  in which case such express  provisions shall govern
and control the decision of such question.

         Section  10.  Voting and  Proxies.  Unless  otherwise  provided  in the
certificate of  incorporation,  each  stockholder  shall at every meeting of the
stockholders  be  entitled  to one vote for each share of capital  stock  having
voting power held of record by such  stockholder.  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 such stockholder by proxy; provided that the instrument authorizing such
proxy  to  act  shall  have  been  executed  in  writing  (which  shall  include
telegraphing, cabling or other means of electronically transmitted written copy)
by the stockholder  personally or by the stockholder's duly authorized  attorney
in fact.  No such proxy  shall be voted or acted upon after three years from its
date, unless the proxy provides for a longer period.

         Section 11. Action Without Meeting.  No action required or permitted to
be taken at any annual or special meeting of the stockholders of the corporation
may be taken without a meeting


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<PAGE>

and the power of the stockholders to consent in writing,  without a meeting,  to
the taking of any action is specifically denied.

                                   ARTICLE II

                                    DIRECTORS

         Section 1. Number,  Election,  Tenure and Qualification.  The number of
directors  which shall  constitute  the whole board shall not be less than three
nor more than  twelve.  Within  such  limit,  the number of  directors  shall be
determined by resolution of the Board of Directors or by the stockholders at the
annual meeting or at any special meeting of stockholders. The directors shall be
elected at the annual  meeting or at any  special  meeting of the  stockholders,
except as provided in Section 3 of this  Article II, and each  director  elected
shall hold office  until such  director's  successor  is elected and  qualified,
unless sooner displaced.
Directors need not be stockholders.

         Section 2. Enlargement.  The number of directors which shall constitute
the whole board may be  increased  at any time by vote of  seventy-five  percent
(75%) of the directors then in office.

         Section  3.  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 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 at which the term of the class to which they have been
elected  expires 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.  In the event of a
vacancy in the Board of Directors, the remaining directors,  except as otherwise
provided by law or these bylaws, may exercise the powers of the full board until
the vacancy is filled.

         Section 4. Resignation and Removal. Any director may resign at any time
upon written notice to the  corporation at its principal place of business or to
the  chief  executive  officer  or the  secretary.  Such  resignation  shall  be
effective  upon  receipt  of  such  notice  unless  the  notice  specifies  such
resignation  to be  effective  at some other time or upon the  happening of some
other event.  Any director or the entire Board of Directors may be removed,  but
only for cause, by the holders of a majority of the shares then entitled to vote
at  an  election  of  directors,  unless  otherwise  specified  by  law  or  the
certificate of incorporation.

         Section 5. General  Powers.  The business of the  corporation  shall be
managed by or under the direction of its Board of


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Directors,  which may  exercise  all powers of the  corporation  and do all such
lawful  acts  and  things  as  are  not by  statute  or by  the  certificate  of
incorporation or by these bylaws directed or required to be exercised or done by
the stockholders.

         Section 6. 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 7. 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;  provided that any director who is absent when
such a determination is made shall be given prompt notice of such determination.
A  regular  meeting  of the  Board  of  Directors  may be  held  without  notice
immediately after and at the same place as the annual meeting of stockholders.

         Section  8.  Special  Meetings.  Special  meetings  of the board may be
called by the chief executive officer,  president,  secretary, or on the written
request of two or more directors,  or by one director in the event that there is
only one  director  in  office.  Four  hours'  notice to each  director,  either
personally or by telegram cable, telecopy, commercial delivery service, telex or
similar means sent to such  director's  business or home  address,  or two days'
notice by written  notice  deposited  in the mail or  delivered  by a nationally
recognized courier service,  shall be given to each director by the secretary or
by the officer or one of the directors  calling the meeting.  A notice or waiver
of notice of a meeting of the Board of  Directors  need not specify the purposes
of the meeting.

         Section 9. Quorum, Action at Meeting,  Adjournments. At all meetings of
the board a majority of the directors then in office,  but in no event less than
one third of the whole board,  shall  constitute a quorum for the transaction of
business and,  except as provided in this Section 9 and in Article VIII of these
bylaws,  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 law or by the certificate of incorporation.
For purposes of this  section,  the term "whole  board" shall mean the number of
directors last fixed by the  stockholders  or directors,  as the case may be, in
accordance with law and these bylaws;  provided,  however, that if less than all
the number so fixed of directors were elected,  the "whole board" shall mean the
greatest  number of directors so elected to hold office at any one time pursuant
to such  authorization.  If a quorum  shall not be present at any meeting of the
Board of Directors,  a majority of the directors present thereat may adjourn the
meeting from time to time,


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without notice other than  announcement at the meeting,  until a quorum shall be
present.

         Notwithstanding  any other provision of this Section 9, the approval of
at least  seventy-five  percent (75%) of the  directors  then in office shall be
required for board action with respect to:

                  (a) the merger or  consolidation  of this  corporation with or
         into  another  corporation  or other  entity  or  person,  or any other
         corporate  reorganization  in which this  corporation  shall not be the
         continuing  or  surviving  entity  in  such  merger,  consolidation  or
         reorganization,  or  the  sale  of  all or  substantially  all of  this
         corporation's  properties  and  assets  to  any  other  person,  or any
         transaction or series of related  transactions  by this  corporation in
         which in excess of fifty  percent  (50%) of this  corporation's  voting
         power is transferred;

                  (b) the offer of any shares of, or securities convertible into
         or exercisable for, any class of the corporation's capital stock;

                  (c) the  amendment  of Sections 5 or 7 of Article III of these
         bylaws,  as the case may be, to change  the  individuals  who have been
         designated as the chairman of the board and chairman of the  scientific
         advisory board, respectively.

         Section  10.  Action by Consent.  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.

         Section 11.  Telephonic  Meetings.  Unless otherwise  restricted by the
certificate of incorporation or these bylaws,  members of the Board of Directors
or of any  committee  thereof  may  participate  in a  meeting  of the  Board of
Directors  or of any  committee,  as the  case may be,  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.

         Section 12.  Committees.  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.  The
Board may designate one or


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<PAGE>

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 such
member or members 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  permitted  by law and
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 the 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  bylaws  of  the  corporation;   and,  unless  the  resolution
designating  such  committee or the  certificate of  incorporation  expressly so
provides,  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.  Each committee shall keep regular
minutes of its  meetings  and make such reports to the Board of Directors as the
Board of Directors  may request.  Except as the Board of Directors may otherwise
determine,  any committee  may make rules for the conduct of its  business,  but
unless otherwise  provided by the directors or in such rules, its business shall
be  conducted  as nearly as  possible in the same manner as is provided in these
bylaws for the conduct of its business by the Board of Directors.

         Section  13.   Compensation.   Unless   otherwise   restricted  by  the
certificate of incorporation or these bylaws,  the Board of Directors shall have
the  authority  to fix from  time to time the  compensation  of  directors.  The
directors may be paid their  expenses,  if any, of attendance at each meeting of
the  Board  of  Directors  and the  performance  of  their  responsibilities  as
directors  and may be paid a fixed sum for  attendance  at each  meeting  of the
Board of Directors  and/or a stated  salary as director.  No such payment  shall
preclude any director from serving the  corporation  or its parent or subsidiary
corporations  in any other  capacity and receiving  compensation  therefor.  The
Board of  Directors  may also  allow  compensation  for  members  of  special or
standing committees for service on such committees.


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<PAGE>

         Section 14. Nominating Procedures.  Subject to the rights of holders of
any class or series of stock  having a  preference  over the common  stock as to
dividends  or  upon  liquidation,  nominations  for  election  to the  Board  of
Directors of the corporation at a meeting of stockholders  may be made on behalf
of the board by the  nominating  committee  appointed  by the  board,  or by any
stockholder of the corporation entitled to vote for the election of directors at
such  meeting.  Such  nominations,  other  than  those  made  by the  nominating
committee on behalf of the board,  shall be made by notice in writing  delivered
or mailed by first-class  United States mail or a nationally  recognized courier
service,  postage  prepaid,  to the  secretary  or  assistant  secretary  of the
corporation,  and  received by him not less than one hundred  twenty  (120) days
prior to any  meeting of  stockholders  called for the  election  of  directors;
provided,  however,  that if less than one  hundred  (100)  days'  notice of the
meeting is given to  stockholders,  such  nomination  shall have been  mailed or
delivered to the secretary or the  assistant  secretary of the  corporation  not
later than the close of business on the seventh  (7th) day  following the day on
which the notice of meeting was mailed.  Such notice  shall set forth as to each
proposed  nominee who is not an incumbent  director (i) the name, age,  business
address  and,  if known,  residence  address of each  nominee  proposed  in such
notice, (ii) the principal occupation or employment of each such nominee,  (iii)
the number of shares of stock of the corporation which are beneficially owned by
each  such  nominee  and by the  nominating  stockholder,  and  (iv)  any  other
information  concerning  the nominee that must be disclosed of nominees in proxy
solicitations  regulated by  Regulation  14A of the  Securities  Exchange Act of
1934.  The  chairman of the meeting  may, if the facts  warrant,  determine  and
declare to the meeting that a  nomination  was not made in  accordance  with the
foregoing procedure, and if the chairman should so determine, the chairman shall
so declare to the meeting and the defective nomination shall be disregarded.

                                   ARTICLE III

                                    OFFICERS

         Section 1. Enumeration. The officers of the corporation shall be chosen
by the Board of Directors and shall be a president and a secretary. The Board of
Directors  may elect from among its  members a chairman  of the board and a vice
chairman  of the  board.  The Board of  Directors  may also  choose  such  other
officers with such titles,  terms of office and duties as the Board of Directors
may from time to time  determine,  including a chief executive  officer,  one or
more  vice-presidents,  a treasurer and one or more  assistant  secretaries  and
assistant treasurers. If authorized by resolution of the Board of Directors, the
chief executive officer may be empowered to appoint from time to time


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assistant  secretaries  and assistant  treasurers.  Any number of offices may be
held by the same person, unless the certificate of incorporation or these bylaws
otherwise provide.

         Section 2. Election.  The Board of Directors at its first meeting after
each annual  meeting of  stockholders  shall choose a president and a secretary.
Other  officers may be appointed by the Board of Directors at such  meeting,  at
any other meeting, or by written consent.

         Section  3.   Compensation.   The  salaries  of  all  officers  of  the
corporation shall be fixed by the Board of Directors.

         Section 4. Tenure.  The officers of the  corporation  shall hold office
until  their  successors  are chosen and  qualify,  unless a  different  term is
specified  in the vote  choosing  or  appointing  such  officer,  or until  such
officer's  earlier  death,  resignation  or  removal.  Any  officer  elected  or
appointed  by the Board of Directors  or by the chief  executive  officer may be
removed  at any  time by the  affirmative  vote of a  majority  of the  Board of
Directors  or a  committee  duly  authorized  to do so,  except that any officer
appointed by the chief executive  officer may also be removed at any time by the
chief executive officer.  Any vacancy occurring in any office of the corporation
may be filled by the Board of  Directors,  at its  discretion.  Any  officer may
resign by delivering  such officer's  written  resignation to the corporation at
its  principal  place of  business  or to the  chief  executive  officer  or the
secretary.  Such  resignation  shall be  effective  upon  receipt  unless  it is
specified to be effective at some other time or upon the happening of some other
event.

         Section 5. Chairman of the Board. If the Board of Directors  appoints a
chairman  of the  board,  such  chairman  shall,  when  present,  preside at all
meetings of the  stockholders  and the Board of  Directors.  The chairman  shall
perform  such duties and possess  such powers as are  customarily  vested in the
office of the  chairman of the board or as may be vested in the  chairman by the
Board of Directors.

         Section  6. Vice  Chairman  of the  Board.  If the  Board of  Directors
appoints a vice  chairman of the board,  in the  absence of the  chairman of the
board,  such vice chairman shall,  when present,  preside at all meetings of the
Board of Directors and of the stockholders. The vice chairman shall perform such
duties and possess  such powers as may be  prescribed  by the Board of Directors
and, to the extent not so provided,  as are customarily  vested in the office of
the  vice  chairman  of the  board,  subject  to the  control  of the  Board  of
Directors.

         Section 7. Chairman of the Scientific  Advisory  Board. If the Board of
Directors appoints a chairman of the scientific


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advisory board,  such chairman shall,  when present,  preside at all meetings of
the scientific  advisory  board.  The chairman of the scientific  advisory board
shall  perform such duties and possess such powers as may be  prescribed  by the
Board of Directors and, to the extent not so provided, as are customarily vested
in the office of the chairman of the scientific  advisory board,  subject to the
control of the Board of Directors.

         Section 8. Chief Executive Officer.  The chairman of the board shall be
the chief  executive  officer of the  corporation  unless the Board of Directors
otherwise provides.  The chief executive officer shall have general supervision,
direction and control of the business and officers of the corporation. He or she
shall  perform  such  other  duties  and  possess  such  other  powers as may be
prescribed by the Board of Directors and, to the extent not so provided,  as are
customarily vested in the office of the chief executive officer,  subject to the
control of the Board of Directors.

         Section 9.  President.  The president shall also be the chief operating
officer of the corporation.  In the absence or disability of the chief executive
officer,  or if there be none, the president  shall perform all of the duties of
the chief executive officer,  and when so acting shall have all of the powers of
and be subject to all of the  restrictions of the chief executive  officer.  The
president  shall perform such other duties and possess such other powers as from
time to time may be prescribed for the president by the Board of Directors.

         Section 10. Vice Presidents.  In the absence of the president or in the
event of the president's inability or refusal to act, the vice president, if any
(or in the event there be more than one vice  president,  the vice presidents in
the order  designated by the  directors,  or in the absence of any  designation,
then in the order  determined  by their  tenure in  office),  shall  perform 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
perform  such other  duties and have such other powers as the Board of Directors
may from time to time prescribe.

         Section 11. Secretary. The secretary shall have such powers and perform
such  duties  as are  customarily  incident  to the  office  of  secretary.  The
secretary  shall maintain a stock ledger and prepare lists of  stockholders  and
their addresses as required and shall be the custodian of corporate records. 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.  The
secretary shall


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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 from time to time  prescribed  by the Board of Directors or president,
under whose supervision the secretary shall be. The secretary shall have custody
of the corporate  seal of the  corporation  and the  secretary,  or an assistant
secretary, shall have authority to affix the same to any instrument requiring it
and when so affixed,  it may be attested by the secretary's  signature or by the
signature of such 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 such officer's signature.

         Section 12. Assistant Secretaries. The assistant secretary, or if there
be more than one, the assistant secretaries in the order determined by the Board
of Directors,  the chief  executive  officer or the secretary (or if there be no
such  determination,  then in the order  determined  by their tenure in office),
shall,  in the  absence  of the  secretary  or in the  event of the  secretary's
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
Board of Directors,  the chief executive  officer or the secretary may from time
to time prescribe. In the absence of the secretary or any assistant secretary at
any meeting of  stockholders or directors,  the person  presiding at the meeting
shall designate a temporary or acting secretary to keep a record of the meeting.

         Section 13.  Treasurer.  The  treasurer  shall  perform such duties and
shall  have  such  powers  as may be  assigned  to  him or her by the  Board  of
Directors or the chief  executive  officer.  In addition,  the  treasurer  shall
perform  such  duties and have such  powers as are  customarily  incident to the
office of 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.  The treasurer
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 chief executive officer and the Board of Directors, when the chief executive
officer or Board of  Directors  so  requires,  an  account of all such  person's
transactions as treasurer and of the financial condition of the corporation.


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<PAGE>

         Section 14. Assistant Treasurers.  The assistant treasurer, or if there
shall be more than one, the assistant  treasurers in the order determined by the
Board of Directors, the chief executive officer or the treasurer (or if there be
no such determination,  then in the order determined by their tenure in office),
shall,  in the  absence  of the  treasurer  or in the  event of the  treasurer's
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
Board of Directors,  the chief executive  officer or the treasurer may from time
to time prescribe.

         Section 15. Bond.  If required by the Board of  Directors,  any officer
shall give the  corporation  a bond in such sum and with such surety or sureties
and upon such  terms and  conditions  as shall be  satisfactory  to the Board of
Directors,  including without limitation a bond for the faithful  performance of
the duties of such officer's  office and for the  restoration to the corporation
of all books,  papers,  vouchers,  money and other  property of whatever kind in
such officer's  possession or under such officer's  control and belonging to the
corporation.

         Section 16.  Delegation of  Authority.  The Board of Directors may from
time to time delegate the powers or duties of any officer to any other  officers
or agents, notwithstanding any provision hereof.


                                   ARTICLE IV

                                     NOTICES

         Section 1. Delivery.  Whenever,  under the provisions of law, or of the
certificate of incorporation  or these bylaws,  written notice is required to be
given  to any  director  or  stockholder,  such  notice  may be  given  by mail,
addressed  to such  director  or  stockholder,  at such  person's  address as it
appears on the 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 or  delivered  to a  nationally  recognized
courier service or other commercial  delivery service.  Unless written notice by
mail is required by law,  written  notice may also be given by telegram,  cable,
telecopy,  telex or similar means,  addressed to such director or stockholder at
such person's address as it appears on the records of the corporation,  in which
case such notice shall be deemed to be given when  delivered into the control of
the persons charged with effecting such transmission the transmission  charge to
be paid by the  corporation  or the person  sending such notice.  Oral notice or
other in-hand  delivery (in person or by telephone) shall be deemed given at the
time it is actually given.


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<PAGE>

         Section 2.  Waiver of Notice.  Whenever  any notice is  required  to be
given under the provisions of law or of the certificate of  incorporation  or of
these  bylaws,  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

                                  CAPITAL STOCK

         Section  1.  Certificates  of  Stock.  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 chairman or vice chairman of the Board of Directors,  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 such stockholder in the corporation.  Certificates may
be issued for partly  paid  shares and in such case upon the face or back of the
certificates  issued to represent any such partly paid shares,  the total amount
of the  consideration to be paid therefor,  and the amount paid thereon shall be
specified.  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  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 such  person were
such officer, transfer agent or registrar at the date of issue.

         Section 2. 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.  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 such owner's legal representative,  to
give reasonable  evidence of such loss,  theft or destruction,  to advertise the
same in such manner as it shall require and/or to give the corporation a bond in
such sum as it may  direct  as  indemnity  against  any  claim  that may be made
against the  corporation  with respect to the  certificate  alleged to have been
lost, stolen or destroyed or the issuance of such new certificate.

         Section 3. 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,  assignment  or  authority  to
transfer, and


                                     - 13 -


<PAGE>

proper evidence of compliance  with other  conditions to rightful  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 4. Record  Date for Action at a Meeting or for Other  Purposes.
In order that the corporation may determine the stockholders  entitled to notice
of or to vote at any meeting of  stockholders  or any  adjournment  thereof,  or
entitled to receive  payment of any dividend or other  distribution or allotment
of any rights,  or  entitled  to  exercise  any rights in respect of any change,
conversion  or exchange of stock or for the purpose of any other lawful  action,
the Board of Directors  may fix, in advance,  a record date,  which shall not be
more than sixty days nor less than ten days before the date of such meeting, nor
more than  sixty  days  prior to any  other  action to which  such  record  date
relates.  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.  If no record date is fixed, 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 before the day on which  notice is given,
or, if notice is waived,  at the close of  business on the day before the day on
which the meeting is held. The record date for determining  stockholders for any
other purpose within this Section 4 shall be at the close of business on the day
on which the Board of Directors adopts the resolution relating to such purpose.

         Section 5. 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 laws of Delaware.

                                   ARTICLE VI

                              CERTAIN TRANSACTIONS

         Section  1.  Transactions  with  Interested  Parties.  No  contract  or
transaction  between  the  corporation  and  one or  more  of its  directors  or
officers,  or between the  corporation and any other  corporation,  partnership,
association  or other  organization  in which  one or more of its  directors  or
officers are directors or have a financial  interest,  shall be void or voidable
solely


                                     - 14 -


<PAGE>

for this  reason,  or solely  because  the  director or officer is present at or
participates in the meeting of the board or committee  thereof which  authorizes
the contract or transaction or solely because the vote or votes of such director
or officer are counted for such purpose, if:

                  (a) the material  facts as to such  person's  relationship  or
         interest and as to the  contract or  transaction  are  disclosed or are
         known to the  Board of  Directors  or the  committee,  and the board or
         committee in good faith  authorizes  the contract or transaction by the
         affirmative  votes of a majority of the disinterested  directors,  even
         though the disinterested directors be less than a quorum; or

                  (b) the material  facts as to such  person's  relationship  or
         interest and as to the  contract or  transaction  are  disclosed or are
         known to the stockholders entitled to vote thereon, and the contract or
         transaction  is  specifically  approved  in good  faith  by vote of the
         stockholders; or

                  (c) the contract or transaction is fair as to the  corporation
         as of the time it is authorized,  approved or ratified, by the Board of
         Directors, a committee thereof, or the stockholders.

         Section 2. Quorum.  Common or  interested  directors  may be counted in
determining  the  presence of a quorum at a meeting of the Board of Directors or
of a committee which authorizes the contract or transaction.

                                   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
or by  written  consent,  pursuant  to law.  Dividends  may be paid in cash,  in
property,  or in shares of the capital  stock,  subject to the provisions of the
certificate of incorporation.

         Section 2.  Reserves.  The  directors may set apart out of any funds of
the  corporation  available  for  dividends a reserve or reserves for any proper
purpose and may abolish any such reserve.

         Section 3.  Checks.  All  checks or demands  for money and notes of the
corporation shall be signed by such officer or


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<PAGE>


officers or such other person or persons as the Board of Directors may from time
to time designate.

         Section 4. Fiscal  Year.  The fiscal year of the  corporation  shall be
fixed by resolution of the Board of Directors.

         Section 5. Seal.  The Board of  Directors  may adopt a  corporate  seal
having  inscribed  thereon  the  name  of  the  corporation,  the  year  of  its
organization  and the word  "Delaware."  The seal may be used by causing it or a
facsimile  thereof to be impressed or affixed or reproduced  or  otherwise.  The
seal may be altered from time to time by the Board of Directors.

                                  ARTICLE VIII

                                   AMENDMENTS

         The Board of Directors is expressly empowered to adopt, amend or repeal
these bylaws, provided, however, that any adoption, amendment or repeal of these
bylaws  by the  Board  of  Directors  shall  require  the  approval  of at least
sixty-six  and  two-thirds  percent  (66-2/3%) of the total number of authorized
directors  (whether or not there exist any  vacancies in  previously  authorized
directorships  at the time any resolution  providing for adoption,  amendment or
repeal is presented  to the board).  The  stockholders  shall also have power to
adopt, amend or repeal these bylaws, provided,  however, that in addition to any
vote of the holders of any class or series of stock of this corporation required
by  law  or by  the  certificate  of  incorporation  of  this  corporation,  the
affirmative  vote of the holders of at least  sixty-six and  two-thirds  percent
(66-2/3%) of the voting power of all of the then outstanding shares of the stock
of the  corporation  entitled to vote  generally in the  election of  directors,
voting  together  as a single  class,  shall  be  required  for  such  adoption,
amendment  or repeal by the  stockholders  of any  provisions  of these  bylaws.
Notwithstanding  anything  to the  contrary  in this  Article  VIII,  the second
paragraph of Section 9 of Article II of these  bylaws,  shall be amended only by
the act of at least  seventy-five  percent (75%) of the directors then in office
or by the affirmative vote of the holders of at least seventy-five percent (75%)
of the voting  power of all of the then  outstanding  shares of the stock of the
corporation  entitled to vote  generally  in the election of  directors,  voting
together as a single class.


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