AMENDED AND RESTATED

                                     BY-LAWS

                                       OF

                       LONE STAR STEAKHOUSE & SALOON, INC.

                                   ARTICLE ONE

                                  STOCKHOLDERS

                  SECTION 1.1 Annual Meetings. An annual meeting of stockholders
to elect directors and transact such other business as may properly be presented
to the  meeting  shall be held on such  date and at such  place as the  Board of
Directors may from time to time fix, and if that day shall be a legal holiday in
the  jurisdiction in which the meeting is to be held, then on the next day not a
legal  holiday or as soon  thereafter  as may be practical as  determined by the
Board of Directors.

                  SECTION   1.2   Special   Meetings.   A  special   meeting  of
stockholders  may be called at any time by the  Chairman  of the  Board,  by the
Board of Directors  pursuant to a resolution  adopted by a majority of the Whole
Board (as defined  below) or by the  Secretary at the direction of a majority of
the voting power of all the then outstanding shares of the voting stock,  voting
together as a single class upon receipt of a written request to do so specifying
the  matter or  matters,  appropriate  for  action at such a  meeting.  Any such
meeting  shall be held at such time and at such  place,  within or  without  the
State of Delaware,  as shall be  determined  by the body or person  calling such
meeting  and as shall be stated in the notice of such  meeting.  The Whole Board
shall mean the total number of  directors  which the  Corporation  would have if
there were no vacancies.


                  SECTION   1.3  Notice  of   Meeting.   For  each   meeting  of
stockholders written notice shall be given stating the place, date and hour and,
in the case of a special meeting,  the purpose or purposes for which the meeting
is called and, if the list of stockholders  required by Section 1.9 is not to be
at such place at least 10 days prior to the  meeting,  the place where such list
will be.  Except as otherwise  provided by Delaware law,  written  notice of any
meeting  shall be given not less than 10 or more than 60 days before the date of
the meeting to each  stockholder  entitled to vote at such  meeting.  If mailed,
notice shall be deemed to be given when deposited in United States mail, postage
prepaid,  directed to stockholder at his address at it appears on the records of
the Corporation.

                  SECTION 1.4 Quorum.  Except as otherwise  required by Delaware
law or the Certificate of Incorporation,  the holders of record of a majority of
the shares of stock entitled to



<PAGE>



be voted present in person or represented by proxy at a meeting shall constitute
a quorum for the transaction of business at the meeting, but in the absence of a
quorum the holders of record present or represented by proxy at such meeting may
vote to  adjourn  the  meeting  from time to time,  without  notice  other  than
announcement at the meeting,  until a quorum is obtained.  At any such adjourned
session of the  meeting at which  there  shall be  present  or  represented  the
holders  of record  of the  requisite  number of  shares,  any  business  may be
transacted that might have been transacted at the meeting as originally called.

                  SECTION 1.5 Chairman and Secretary at Meeting. At each meeting
of  stockholders  the  President  or the Chief  Executive  Officer,  or in their
absence the person  designated  in writing by the  President or Chief  Executive
Officer, or if no person is designated, then a person designated by the Board of
Directors,  shall  preside  as  chairman  of the  meeting;  if no  person  is so
designated,  then the meeting  shall  choose a chairman by plurality  vote.  The
Secretary, or in his absence a person designated by the chairman of the meeting,
shall act as secretary of the meeting.

                  SECTION 1.6 Voting;  Proxies.  Except as otherwise provided by
Delaware law or the Certificate of Incorporation,  and subject to the provisions
of Section 1.10:

                           (a) Each  stockholder  shall at every  meeting of the
                  stockholders be entitled to one vote for each share of capital
                  stock held by him.

                           (b) 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 proxy,  but no such proxy
                  shall be voted or acted upon after  three years from its date,
                  unless the proxy provides for a longer period.

                           (c) Directors shall be elected by a plurality vote.

                           (d) Each matter,  other than  election of  directors,
                  properly  presented  to any  meeting  shall  be  decided  by a
                  majority of the votes cast on the matter.

                           (e) Election of  directors  and the vote on any other
                  matter  presented to a meeting shall be by written ballot only
                  if  so  ordered  by  the  chairman  of  the  meeting  or if so
                  requested by any  stockholder  present or represented by proxy
                  at the meeting  entitled  to vote in such  election or on such
                  matter, as the case may be.

                  SECTION 1.7 Adjourned Meetings.  A meeting of stockholders may
be  adjourned  to another  time or place as  provided  in Section 1.4 or 1.6(d).
Unless the Board of Directors  fixes a new record date,  stockholders  of record
for an adjourned meeting shall be as originally  determined for the meeting from
which the adjournment was taken. If the adjournment is for more than 30 days, or
if after the adjournment a new record date is fixed for the adjourned


                                       -2-

<PAGE>



meeting, a notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote. At the adjourned meeting any business may be transacted
that might have been transacted at the meeting as originally called.

                  SECTION 1.8 Consent of  Stockholders  in Lieu of Meeting.  Any
action that may be taken at any annual or special meeting of 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, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary  to  authorize  or take such  action at a meeting  at which all shares
entitled to vote thereon were present and voted. Notice of taking of such action
shall be given  promptly to each  stockholders  that would have been entitled to
vote thereon at a meeting of  stockholders  and that did not consent  thereto in
writing.

                  SECTION 1.9 List of Stockholders Entitled to Vote. At least 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
address of each  stockholder and the number of shares  registered in the name of
each stockholder,  shall be prepared and shall be open to the examination of any
stockholder  for any purpose germane to the meeting,  during  ordinary  business
hours, for a period of at least 10 days prior to the meeting,  at a place within
the city where the meeting is to be held.  Such list shall 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  1.10  Fixing  of  Record  Date.  In  order  that  the
Corporation may determine the  stockholders  entitled to notice of or to vote at
any meeting of stockholders or any adjournment thereof, or to express consent to
corporate action in writing without a meeting, or entitled to receive payment of
any dividend or other  distribution  or allotment of any rights,  or entitled to
exercise any rights in respect 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 60 or less than 10 days
before  the date of such  meeting,  nor  more  than 60 days  prior to any  other
action. 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 next  preceding  the day on which  notice is given,
or, if notice is waived,  at the close of business on the day next preceding day
on which the  meeting is held;  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;  and the record date 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.




                                       -3-

<PAGE>
                                   ARTICLE TWO

                                    DIRECTORS

                  SECTION  2.1  Number.  The  number  of  directors  that  shall
constitute the whole Board of Directors  shall  initially be four,  which number
may be  changed  from  time to time as  determined  by  action  of the  Board of
Directors  taken by the  affirmative  vote of a majority  of the Whole  Board of
Directors.

                  SECTION 2.2 Election and Term of  Director.  The  directors of
this Corporation  shall be divided into three classes,  with respect to the time
that they severally hold office, as nearly equal in number as possible, with the
initial  term of office of the first  class of  directors  to expire at the 2001
annual meeting of stockholders  of the  Corporation  and until their  respective
successors are elected and  qualified,  the initial term of office of the second
class of directors to expire at the 2002 annual meeting of  stockholders  of the
Corporation and until their respective  successors are elected and qualified and
the initial term of office of the third class of directors to expire at the 2003
annual meeting of stockholders  of the  Corporation  and until their  respective
successors  are  elected  and  qualified.  Directors  elected to  succeed  those
directors  whose  terms have  thereupon  expired  shall be elected for a term of
office to expire at the third  succeeding  annual meeting of stockholders of the
Corporation  after their  election  and until their  respective  successors  are
elected and qualified.

                  SECTION 2.3 Newly Created Directorships and Vacancies.

                  (a) If the number of  directors  is changed,  any  increase or
decrease shall be apportioned  among the classes so as to maintain or attain, if
possible,  the equality of the number of directors in each class, but in no case
will a decrease in the number of  directors  shorten  the term of any  incumbent
director.  If such equality is not possible,  the increase or decrease  shall be
apportioned among the classes in such a way that the difference in the number of
directors in any two classes shall not exceed one.

                  (b) Vacancies and newly created  directorships  resulting from
any  increase  in the  authorized  number of  directors  may be filled only by a
majority of the directors  then in office,  although  less than a quorum,  and a
director so chosen shall hold  office,  subject to Sections 2.4 and 2.5, for the
unexpired  portion of the term of the class in which such director was chosen to
serve and until his successor is elected and qualified.

                  SECTION 2.4  Resignation.  Any director of the Corporation may
resign at any time by giving written notice of such  resignation to the Board of
Directors,  the  President  or  the  Secretary  of  the  Corporation.  Any  such
resignation  shall take effect at the time  specified  therein or, if no time be
specified,  upon receipt  thereof by the Board of Directors or one of the above-
named  officers;   and,  unless  specified  therein,   the  acceptance  of  such
resignation  shall  not be  necessary  to make it  effective.  When  one or more
directors shall resign from the Board of


                                       -4-

<PAGE>


Directors  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 these By-Laws in the filling of other vacancies.

                  SECTION 2.5 Remova1.  Unless these By-Laws or the  Certificate
of Incorporation otherwise provides,  where the Board of Directors is classified
as provided in Section  141(d) of the  Delaware  General  Corporation  Law,  any
director or the entire Board of Directors  may be removed by  stockholders  only
for  cause,  and  the  affirmative  vote of the  holders  of  outstanding  stock
representing  at least eighty  percent (80%) in the amount of the entire capital
stock of the  Corporation  then  entitled to vote  generally  in the election of
Directors,  or the  affirmative  vote of at least a majority of the Whole Board,
shall be required to effect such removal.

                  SECTION  2.6  Regular  and Annual  Meetings,  Notice.  Regular
meetings of the Board of Directors Shall be held at such time and at such place,
within or without the State of Delaware, as the Board of Directors may from time
to time prescribe. No notice need be given of any regular meeting, and a notice,
if given,  need not  specify  the  purposes  thereof.  A meeting of the Board of
Directors  nay be held without  notice  immediately  after an annual  meeting of
stockholders at the same place as that at which such meeting was held.

                  SECTION 2.7 Special Meetings, Notice. A special meeting of the
Board of  Directors  may be called at any time by the  Board of  Directors,  its
Chairman,  the  Executive  Committee,  the President or any person acting in the
place  of the  President  and  shall  be  called  by any  one of  them or by the
Secretary  upon receipt of a written  request to do so specifying  the matter or
matters,  appropriate for action at such a meeting,  proposed to be presented at
the meeting and signed by at least two directors. Any such meeting shall be held
at such time and at such  place,  within or without  the State of  Delaware,  as
shall be determined by the body or person  calling such meeting.  Notice of such
meeting  stating the time and place thereof shall be given (a) by deposit of the
notice in the United States mail,  first class,  postage  prepaid,  at least two
days  before the day fixed for the  meeting  addressed  to each  director at his
address as it appears on the  Corporation's  records or at such other address as
the director may have  furnished the  Corporation  for that  purpose,  or (b) by
delivery of the notice similarly  addressed for dispatch by telegraph,  cable or
radio or by delivery of notice by telephone or in person,  in each case at least
24 hours before the time fixed for the meeting.

                  SECTION  2.8  Chairman  of the Board;  Presiding  Officer  and
Secretary  at Meetings.  The Board of Directors  may elect one of its members to
serve at its  pleasure as Chairman  of the Board.  Each  meeting of the Board of
Directors  shall be presided over by the Chairman of the Board or in his absence
by the Chief Executive Officer or the President, if a director, or if neither is
present  by such  member  of the  Board of  Directors  as shall be chosen at the
meeting. The Secretary,  or in his absence an Assistant Secretary,  shall act as
secretary of the


                                       -5-

<PAGE>

meeting,  or if no such officer is present,  a secretary of the meeting shall be
designated by the person presiding over the meeting.

                  SECTION 2.9 Quorum. A majority of the Whole Board of Directors
shall constitute a quorum for the transaction of business, but in the absence of
a quorum a majority of those present (or if only one be present,  then that one)
may adjourn the meeting,  without notice other than announcement at the meeting,
until such time as a quorum is  present.  Except as  otherwise  required  by the
Certificate  of  Incorporation  or the By-Laws,  the vote of the majority of the
directors  present at a meeting at which a quorum is present shall be the act of
the Board of Directors.

                  SECTION  2.10  Meeting by  Telephone.  Members of the Board of
Directors or any committee  thereof may  participate in meetings of the Board of
Directors  or of such  committee  by means of  conference  telephone  or similar
communications  equipment  by means of which all  persons  participating  in the
meeting can hear each other, and such participation shall constitute presence in
person at such meeting.

                  SECTION  2.11  Action  Without   Meeting.   Unless   otherwise
restricted by the Certificate of Incorporation, any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken  without a meeting if all members of the Board of  Directors  or of
such  committee,  as the case may be, consent thereto in writing and the writing
or writings are filed with the minutes of  proceedings of the Board of Directors
or of such committee.

                  SECTION  2.12  Executive  and Other  Committees.  The Board of
Directors  may,  by  resolution  passed  by a  majority  of the  Whole  Board of
Directors,  designate an Executive  Committee and one or more other  committees,
each  such  committee  to  consist  of one or more  directors  as the  Board  of
Directors may from time to time  determine.  Any such  committee,  to the extent
provided in such resolution or resolutions,  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, including the power to authorize the seal of the
Corporation  to be  affixed  to all  papers  that  may  require  it but no  such
committee  shall have such power of  authority  in  reference  to  amending  the
Certificate of Incorporation,  adopting an agreement of merger or consolidation,
recommending  to  the  stockholders  the  sale,  lease  or  exchange  of  all or
substantially all of the Corporation's property and assets,  recommending to the
stockholders a dissolution of the  Corporation or a revocation of a dissolution,
or amending the By-Laws;  and unless the resolution  shall expressly so provide,
no such committee  shall have the power or authority to declare a dividend or to
authorize the issuance of stock. In the absence or  disqualification of a member
of a  committee,  the member or members  thereof  present at any meeting and not
disqualified  from voting,  whether or not he or they  constitute a quorum,  may
unanimously  appoint  another  member  of the Board of  Directors  to act at the
meeting in place of any such absent or disqualified  member. Each such committee
other than the  Executive  Committee  shall have such name as may be  determined
from time to time by the Board of Directors.


                                                        -6-

<PAGE>

                  SECTION  2.13  Compensation.  No  director  shall  receive any
stated  salary for his services as a director or as a member of a committee  but
shall  receive such sum, if any, as may from time to time be fixed by the action
of a majority of the stockholders.

                  SECTION  2.14  Advance  Notice  of  Stockholder  Nominees  for
Director and Other Stockholder Proposals.

                  (a) The matters to be considered and brought before any annual
         or special meeting of stockholders of the Corporation  shall be limited
         to  only  such  matters,  including  the  nomination  and  election  of
         directors,  as  shall  be  brought  properly  before  such  meeting  in
         compliance with the procedures set forth in this Section 2.14.

                  (b) For any matter to be  properly  brought  before any annual
         meeting of stockholders, the matter must be (i) specified in the notice
         of  annual  meeting  given  by or at  the  direction  of the  Board  of
         Directors,  (ii)  otherwise  brought before the annual meeting by or at
         the  direction of the Board of Directors  or (iii)  brought  before the
         annual meeting in the manner specified in this Section 2.14(b) (x) by a
         stockholder  that holds of record stock of the Corporation  entitled to
         vote at the annual meeting on such matter  (including any election of a
         director) or (y) by a person (a "Nominee Holder") that holds such stock
         through a nominee or "street  name"  holder of record of such stock and
         can demonstrate to the Corporation such indirect ownership of, and such
         Nominee  Holder's  entitlement to vote,  such stock on such matter.  In
         addition  to  any  other   requirements   under   applicable  law,  the
         certificate of incorporation  and these By-Laws,  persons  nominated by
         stockholders for election as directors of the Corporation and any other
         proposals by  stockholders  shall be properly  brought before an annual
         meeting  of  stockholders  only if  notice  of any  such  matter  to be
         presented by a  stockholder  at such meeting (a  "Stockholder  Notice")
         shall be delivered to the Secretary of the Corporation at the principal
         executive  office of the Corporation not less than 90 nor more than 120
         days prior to the first  anniversary date of the annual meeting for the
         preceding  year;  provided,  however,  that if and  only if the  annual
         meeting is not  scheduled to be held within a period that  commences 30
         days  before and ends 30 days after  such  anniversary  date (an annual
         meeting date outside such period being  referred to herein as an "Other
         Meeting Date"),  such  Stockholder  Notice shall be given in the manner
         provided  herein by the later of (i) the close of  business on the date
         90 days prior to such Other  Meeting Date or (ii) the close of business
         on the tenth day following the date on which such Other Meeting Date is
         first  publicly  announced or disclosed.  Any  stockholder  desiring to
         nominate  any person or persons (as the case may be) for  election as a
         director  or  directors  of the  Corporation  at an annual  meeting  of
         stockholders  shall  deliver,  as part of such  Stockholder  Notice,  a
         statement in writing setting forth the name of the person or persons to
         be nominated, the number and class of all shares of each class of stock
         of the Corporation owned of record and beneficially by each


                                       -7-

<PAGE>



         such  person,  as  reported to such  stockholder  by such  person,  the
         information  regarding each such person required by paragraphs (a), (e)
         and (f) of Item 401 of  Regulation  S-K adopted by the  Securities  and
         Exchange  Commission,  each such person's  signed consent to serve as a
         director of the  Corporation if elected,  such  stockholder's  name and
         address,  the  number and class of all shares of each class of stock of
         the Corporation  owned of record and  beneficially by such  stockholder
         and,  in the  case of a  Nominee  Holder,  evidence  establishing  such
         Nominee  Holder's  indirect  ownership of stock and entitlement to vote
         such stock for the  election of directors  at the annual  meeting.  Any
         stockholder who gives a Stockholder  Notice of any matter (other than a
         nomination  for  director)  proposed  to be  brought  before  an annual
         meeting of  stockholders  shall  deliver,  as part of such  Stockholder
         Notice,  the text of the proposal to be presented  and a brief  written
         statement of the reasons why such  stockholder  favors the proposal and
         setting forth such stockholder's name and address, the number and class
         of all shares of each class of stock of the Corporation owned of record
         and  beneficially by such  stockholder,  any material  interest of such
         stockholder in the matter proposed  (other than as a  stockholder),  if
         applicable, and, in the case of a Nominee Holder, evidence establishing
         such Nominee  Holder's  indirect  ownership of stock and entitlement to
         vote such stock on the matter proposed at the annual  meeting.  As used
         in these  By-Laws,  shares  "beneficially  owned" shall mean all shares
         which such person is deemed to beneficially own pursuant to Rules 13d-3
         and 13d-5  under the  Securities  Exchange  Act of 1934 (the  "Exchange
         Act").  If a stockholder  is entitled to vote only for a specific class
         or  category  of  directors  at a meeting  (annual  or  special),  such
         stockholder's right to nominate one or more individuals for election as
         a director at the meeting shall be limited to such class or category of
         directors.

                  Notwithstanding  any  provision  of this  Section  2.14 to the
         contrary,  in the event that the number of  directors  to be elected to
         the Board of Directors of the Corporation at the next annual meeting of
         stockholders  is  increased by virtue of an increase in the size of the
         Board of  Directors  and either all of the nominees for director at the
         next annual meeting of  stockholders or the size of the increased Board
         of Directors is not publicly  announced or disclosed by the Corporation
         at least  100 days  prior to the  first  anniversary  of the  preceding
         year's annual  meeting,  a Stockholder  Notice shall also be considered
         timely  hereunder,  but only  with  respect  to  nominees  to stand for
         election at the next annual  meeting as the result of any new positions
         created by such increase,  if it shall be delivered to the Secretary of
         the  Corporation at the principal  executive  office of the Corporation
         not later than the close of  business  on the tenth day  following  the
         first day on which all such nominees or the size of the increased Board
         of Directors shall have been publicly announced or disclosed.



                                       -8-

<PAGE>



                  (c) Except as provided in the immediately  following sentence,
         no  matter  shall be  properly  brought  before a  special  meeting  of
         stockholders  unless such  matter  shall have been  brought  before the
         meeting pursuant to the  Corporation's  notice of such meeting.  In the
         event the Corporation  calls a special meeting of stockholders  for the
         purpose of electing one or more  directors  to the Board of  Directors,
         any stockholder  entitled to vote for the election of such  director(s)
         at such  meeting may  nominate a person or persons (as the case may be)
         for election to such position(s) as are specified in the  Corporation's
         notice of such meeting,  but only if the Stockholder Notice required by
         Section  2.14(b)  hereof  shall be  delivered  to the  Secretary of the
         Corporation at the principal  executive  office of the  Corporation not
         later than the close of business on the tenth day  following  the first
         day on which the date of the  special  meeting  and either the names of
         all  nominees  proposed by the Board of Directors to be elected at such
         meeting  or the  number of  directors  to be  elected  shall  have been
         publicly announced or disclosed.

                  (d) For  purposes  of this  Section  2.14,  a matter  shall be
         deemed to have been "publicly announced or disclosed" if such matter is
         disclosed in a press  release  reported by the Dow Jones News  Service,
         the  Associated  Press or a  comparable  national  news service or in a
         document  publicly  filed by the  Corporation  with the  Securities and
         Exchange Commission.

                  (e) In no event shall the  adjournment of an annual meeting or
         a special meeting, or any announcement  thereof,  commence a new period
         for the giving of notice as provided in this Section 2.14. This Section
         2.14 shall not apply to (i) any  stockholder  proposal made pursuant to
         Rule 14a-8 under the Exchange Act or (ii) any  nomination of a director
         in an  election  in which  only the  holders  of one or more  series of
         Preferred Stock of the Corporation issued pursuant to Article FOURTH of
         the certificate of incorporation are entitled to vote (unless otherwise
         provided in the terms of such stock).

                  (f) The chairman of any meeting of  stockholders,  in addition
         to  making  any other  determinations  that may be  appropriate  to the
         conduct  of the  meeting,  shall  have the power and duty to  determine
         whether  notice of nominees  and other  matters  proposed to be brought
         before a meeting  has been duly  given in the manner  provided  in this
         Section  2.14 and,  if not so given,  shall  direct and  declare at the
         meeting that such nominees and other matters shall not be considered.

                  SECTION 2.15 Independent Directors. A majority of the Board of
Directors  shall be  comprised  of  Independent  Directors.  For the  purpose of
Section 2.15, the term "Independent Director" shall mean a director who: (i) has
not been employed by the  Corporation in an executive  capacity  within the last
five years; (ii) is not, and is not affiliated with a company that


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<PAGE>



is, an advisor or consultant to the  Corporation,  or a significant  customer or
supplier of the company;  (iii) has no personal  services  contract(s)  with the
Corporation or the Corporation's senior management;  (iv) is not affiliated with
a  not-for-profit  entity  that  receives  significant  contributions  from  the
Corporation;  (v)  within  the  last  five  years,  has  not  had  any  business
relationship  with the  Corporation  that the  Corporation  has been required to
disclose under the Securities and Exchange  Commission  disclosure  regulations;
(vi) is not employed by a public  company at which an  executive  officer of the
Corporation serves as a director;  (vii) has not had a relationship described in
(i) through (vi) above with any affiliate of the Corporation;  and (viii) is not
a member of the  immediate  family of any person  described in (i) through (vii)
above.

                                  ARTICLE THREE

                                    OFFICERS

                  SECTION 3.1  Election;  Disqualification.  The officers of the
Corporation  shall  be  a  Chairman  of  the  Board,  Chief  Executive  Officer,
President,  one or more Vice  Presidents,  a Secretary and a Treasurer,  each of
whom shall be selected by the Board of  Directors.  The Board of  Directors  may
elect a Controller,  one or more  Assistant  Secretaries,  one or more Assistant
Treasurers,  one or more Assistant Controllers and such other officers as it may
from time to time determine. Two or more offices may be held by the same person.

                  SECTION  3.2 Term of Office.  Each  officer  shall hold office
from the time of his  election  and  disqualification  to the time at which  his
successor  is elected and  qualified,  unless he shall die or resign or shall be
removed pursuant to Section 3.4 at any time sooner.

                  SECTION 3.3  Resignation.  Any officer of the  Corporation may
resign at any time by giving written notice of such  resignation to the Board of
Directors,  the Chief Executive  Officer,  the President or the Secretary of the
Corporation.  Any such  resignation  shall  take  effect  at the time  specified
therein  or,  if no time be  specified,  upon  receipt  thereof  by the Board of
Directors or one of the above-named officers; and, unless specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

                  SECTION 3.4  Removal.  Any officer may be removed at any time,
with or without cause, by the vote of a majority of the Whole Board.

                  SECTION  3.5  Vacancies.  Any  vacancy  however  caused in any
office of the Corporation may be filled by the Board of Directors.

                  SECTION 3.6  Compensation.  The  compensation  of each officer
shall be such as the Board of Directors may from time to time determine.

                  SECTION 3.7  Chairman of the Board.  The Chairman of the Board
shall be the Chairman of all meetings of the Board of Directors.


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                  SECTION  3.8 Chief  Executive  Officer.  The  Chief  Executive
Officer  shall be the Chief  Executive  Officer of the  Corporation  and, in the
absence of a President, shall have general charge of the business and affairs of
the  Corporation,  subject,  however,  to the right of the Board of Directors to
confer  specified  powers on officers and subject  generally to the direction of
the Board of Directors and the Executive Committee, if any.

                  SECTION 3.9 President. The President shall have general charge
of the business and affairs of the Corporation,  subject however to the right of
the Board of  Directors  to confer  specified  powers on  officers  and  subject
generally  to  the  direction  of the  Board  of  Directors  and  the  Executive
Committee, if any.

                  SECTION 3.10 Vice  President.  Each Vice President  shall have
such powers and duties as generally  pertain to the office of Vice President and
as the Board of  Directors  or the  President  may from time to time  prescribe.
During the absence of the President or his inability to act, the Vice President,
or if there shall be more than one Vice  President,  then that one designated by
the Board of Directors,  shall  exercise the powers and shall perform the duties
of the  President,  subject to the  direction of the Board of Directors  and the
Executive Committee, if any.

                  SECTION 3.11  Secretary.  The Secretary shall keep the minutes
of all  meetings  of  stockholders  and of the Board of  Directors.  He shall be
custodian of the corporate  seal and shall affix it or cause it to be affixed to
such instruments as require such seal and attest the same and shall exercise the
powers and shall perform the duties incident to the office of Secretary, subject
to the direction of the Board of Directors and the Executive Committee, if any.

                  SECTION  3.12  Other  Officers.  Each  other  officer  of  the
Corporation  shall exercise the powers and shall perform the duties  incident to
his  office,  subject  to the  discretion  of the  Board  of  Directors  and the
Executive Committee, if any.

                                  ARTICLE FOUR

                                  CAPITAL STOCK

                  SECTION 4.1 Stock Certificates. The interest of each holder of
stock of the Corporation  shall be evidenced by a certificate or certificates in
such  form as the  Board of  Directors  may from  time to time  prescribe.  Each
certificate  shall  be  signed  by or in  the  name  of the  Corporation  by the
President or a Vice President and by the Treasurer or an Assistant  Treasurer or
the Secretary or an Assistant Secretary.  Any or all the signatures appearing on
such  certificate or certificates may be a facsimile.  If any officer,  transfer
agent or registrar who has signed or whose  facsimile  signature has been placed
upon a  certificate  shall have  ceased to be such  officer,  transfer  agent or
registrar before such certificate is issued, it may be issued by the Corporation
with the same effect as if he were such officer,  transfer agent or registrar at
the date of issue.



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<PAGE>



                  SECTION  4.2  Transfer  of  Stock.  Shares  of stock  shall be
transferable on the books of the Corporation pursuant to applicable law and such
rules  and  regulations  as the  Board  of  Directors  shall  from  time to time
prescribe.

                  SECTION 4.3 Holders of Record.  Prior to due  presentment  for
registration  of transfer  the  Corporation  may treat the holder of record of a
share of its stock as the complete owner thereof  exclusively  entitled to vote,
to receive  notifications  and otherwise  entitled to all rights and powers of a
complete owner thereof, notwithstanding notice to the contrary.

                  SECTION 4.4 Lost, Stolen, Destroyed or Mutilated Certificates.
The Corporation  shall issue a new certificate of stock to replace a certificate
theretofore  issued by it  alleged to have been lost,  destroyed  or  wrongfully
taken, if the owner or his legal representative (i) requests replacement, before
the  Corporation  has notice that the stock  certificate  has been acquired by a
bona fide  purchaser;  (ii)  files with the  Corporation  a bond  sufficient  to
indemnify  the  Corporation  against any loss or  destruction  of any such stock
certificate  or the  issuance  of any  such new  stock  certificate;  and  (iii)
satisfies  such other terms and  conditions  as the Board of Directors  may from
time to time prescribe.

                                  ARTICLE FIVE

                                  MISCELLANEOUS

                  SECTION 5.1       Indemnity.
                                    ---------

                           (a)  Each  person  who was or is  made a party  or is
threatened  to be  made a  party  to or is  involved  in any  action,  suit,  or
proceeding,   whether   civil,   criminal,   administrative   or   investigative
(hereinafter a  "proceeding"),  by reason of the fact that he or she or a person
of whom he or she is the legal  representative  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 or employee or agent of another corporation
or of a partnership, joint venture, trust or other enterprise, including service
with respect to employee benefit plans,  whether the basis of such proceeding is
alleged  action in an  official  capacity as a  director,  officer,  employee or
agent, or in any other capacity while serving as a director,  officer,  employee
or agent,  shall be  indemnified  and held  harmless by the  Corporation  to the
fullest extent  authorized by the Delaware  General  Corporation Law as the same
exists or may hereafter be amended (but, in the case of any such amendment, only
to the extent that such amendment  permits the  Corporation  to provide  broader
indemnification  rights than said law permitted the Corporation to provide prior
to  such   amendment)  and  in  the  manner   provided  in  the  Certificate  of
Incorporation  of the  Corporation  and as  otherwise  permitted by the Delaware
General Corporation Law.

                  SECTION 5.2 Waiver on Notice.  Whenever  notice is required by
the Certificate of  Incorporation,  the By-Laws or any provision of the Delaware
General Corporation Law, a written waiver thereof, signed by the person entitled
to notice, whether before or after the time


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<PAGE>


required for such notice, 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,
directors  or members of a  committee  of  directors  need be  specified  in any
written waiver or notice.

                  SECTION 5.3 Fiscal  Year.  The fiscal year of the  Corporation
shall  start on such  date as the  Board of  Directors  shall  from time to time
prescribe.

                  SECTION 5.4 Corporate  Seal.  The  corporate  seal shall be in
such form as the Board of Director may from time to time prescribe, and the same
may be used by causing it or a facsimile  thereof to be  impressed or affixed or
in any other manner reproduced.

                                   ARTICLE SIX

                              AMENDMENT OF BY-LAWS

                  SECTION 6.1 Amendment. Except with respect to Sections 2.2 and
2.3(a) of these By-Laws, the By-Laws may be altered,  amended or repealed by the
stockholders  or by the Board of Directors by a majority  vote.  With respect to
Sections  2.2 and 2.3(a),  the  affirmative  vote of the holders of  outstanding
stock  representing  at least eighty  percent  (80%) in the amount of the entire
capital stock of the Corporation then entitled to vote generally in the election
of  directors  shall be required to amend or repeal,  or to adopt any  provision
inconsistent  with  Sections  2.2  and  2.3(a),  unless  approved  by  at  least
seventy-five  percent (75%) of the Whole Board of the Corporation.  In the event
that at least  seventy-five  percent (75%) of the Whole Board  approves any such
provision,  then  the  affirmative  vote of the  holders  of  outstanding  stock
representing  at least a majority in the amount of the entire  capital  stock of
the  Corporation  then  entitled to vote  generally in the election of directors
shall be required  to amend or repeal,  or to adopt any  provision  inconsistent
with Sections 2.2 and 2.3(a).



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