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                                                                     EXHIBIT 3.2


                                  B Y L A W S

                                      OF

                     FRIEDE  GOLDMAN  INTERNATIONAL  INC.







 DATED:  FEBRUARY 28, 1997
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                                   I N D E X
 
                                                                         PAGE
 
ARTICLE 1 OFFICES
  Section 1.1    Principal Office.......................................   1
  Section 1.2    Registered Office......................................   1
  Section 1.3    Other Offices..........................................   1

ARTICLE II STOCKHOLDERS' MEETINGS
  Section 2.1    Annual Meeting.........................................   1
  Section 2.2    Special Meetings.......................................   2
  Section 2.3    Notice of Meetings and Adjourned Meetings..............   2
  Section 2.4    Voting Lists...........................................   3
  Section 2.5    Quorum.................................................   4
  Section 2.6    Organization...........................................   4
  Section 2.7    Voting.................................................   5
  Section 2.8    Authorization of Proxies...............................   6
  Section 2.9    Stockholders Entitled to Vote..........................   7
  Section 2.10   Order of Business......................................   7
  Section 2.11   Action by Written Consent..............................   7
  Section 2.12   Inspectors of Election  7
  Section 2.13   Notice of Stockholder Nominees.........................   8
  Section 2.14   Stockholder Proposals..................................  10

ARTICLE III DIRECTORS
  Section 3.1    Management.............................................  12
  Section 3.2    Number and Term........................................  12
  Section 3.3    Quorum and Manner of Action............................  13
  Section 3.4    Vacancies..............................................  14
  Section 3.5    Resignations...........................................  14
  Section 3.6    Removals...............................................  15
  Section 3.7    Annual Meetings........................................  15
  Section 3.8    Regular Meetings.......................................  15
  Section 3.9    Special Meetings.......................................  15
  Section 3.10   Organization of Meetings...............................  16
  Section 3.11   Place of Meetings......................................  16
  Section 3.12   Compensation of Directors..............................  16
  Section 3.13   Action by Unanimous Written Consent....................  17
  Section 3.14   Participation in Meetings by Telephone.................  17


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  Section 3.15   Election of Directors by Class Vote of Holders
                   of Preferred Stock...................................  17

ARTICLE IV COMMITTEES OF THE BOARD
  Section 4.1    Membership and Authorities.............................  18
  Section 4.2    Minutes................................................  18
  Section 4.3    Vacancies..............................................  19
  Section 4.4    Telephone Meetings.....................................  19
  Section 4.5    Action Without Meeting.................................  19

ARTICLE V OFFICERS
  Section 5.1    Number and Title.......................................  20
  Section 5.2    Term of Office; Vacancies..............................  20
  Section 5.3    Removal of Elected Officers............................  20
  Section 5.4    Resignations...........................................  20
  Section 5.5    The Chairman of the Board..............................  21
  Section 5.6    Chief Executive Officer................................  21
  Section 5.7    President..............................................  22
  Section 5.8    Vice Presidents........................................  23
  Section 5.9    Secretary..............................................  24
  Section 5.10   Assistant Secretaries..................................  24
  Section 5.11   Treasurer..............................................  25
  Section 5.12   Assistant Treasurers...................................  25
  Section 5.13   Subordinate Officers; Agents...........................  26
  Section 5.14   Salaries and Compensation..............................  26

ARTICLE VI INDEMNIFICATION
  Section 6.1    Indemnification of Directors and Officers..............  26

ARTICLE VII CAPITAL STOCK
  Section 7.1    Certificates of Stock..................................  31
  Section 7.2    Lost Certificates......................................  32
  Section 7.3    Fixing Date for Determination of Stockholders of
                   Record for Certain Purposes..........................  32
  Section 7.4    Dividends..............................................  33
  Section 7.5    Registered Stockholders................................  33
  Section 7.6    Transfer of Stock......................................  33
  Section 7.7    Stock Options, Warrants, Etc...........................  34

ARTICLE VIII MISCELLANEOUS PROVISIONS
  Section 8.1    Corporate Seal.........................................  34
  Section 8.2    Fiscal Year............................................  35
  Section 8.3    Checks, Drafts, Notes..................................  35



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  Section 8.4    Corporate Contracts and Instruments....................  35
  Section 8.5    Notice and Waiver of Notice............................  35
  Section 8.6    Examination of Books and Records.......................  36
  Section 8.7    Voting Upon Shares Held by the Corporation.............  36

ARTICLE IX AMENDMENTS
  Section 9.1    Amendment..............................................  37



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                       FRIEDE GOLDMAN INTERNATIONAL INC.

                               B  Y  L  A  W  S

                                  ARTICLE  I

                                   OFFICES


     SECTION 1.1  PRINCIPAL OFFICE.  The principal office of the Corporation
shall be in Jackson, Mississippi.

     SECTION 1.2  REGISTERED OFFICE.  The  registered office and registered
agent of the Corporation required to be maintained in the State of Delaware by
the General Corporation Law of the State of Delaware (the "DGCL") shall be as
designated from time to time by the appropriate filing by the Corporation in the
office of the Secretary of State of the State of Delaware.

     SECTION 1.3  OTHER OFFICES.  The Corporation may also have offices at such
other places, both within and without the State of Delaware, as the Board of
Directors may from time to time determine or as the business of the Corporation
may require.

                                  ARTICLE  II

                            STOCKHOLDERS'  MEETINGS

     SECTION 2.1  ANNUAL MEETING.  The annual meeting of the holders of shares
of each class or series of stock as are entitled to notice thereof and to vote
thereat pursuant to applicable law and the 
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Certificate of Incorporation for the purpose of electing directors and
transacting such other proper business as may come before it shall be held at
such time and at such place, within or without the State of Delaware, as may be
designated by the Board of Directors.

     SECTION 2.2  SPECIAL MEETINGS.  In addition to such special meetings as are
provided by law or the Certificate of Incorporation, special meetings of the
holders of any class or series or of all classes or series of the Corporation's
stock for any purpose or purposes, may be called at any time by the Chief
Executive Officer and shall be called by the Secretary at the written request,
or by resolution adopted by the affirmative vote, of a majority of the Board of
Directors, which request shall fix the date, time and place (within or without
the State of Delaware), and state the purpose or purposes of the proposed
meeting.  Except to the extent specified in the Corporation's certificate of
incorporation, as amended and in effect from time to time (the "Certificate of
Incorporation") or the resolutions of the Board of Directors creating any class
or series of preferred stock of the Corporation, Stockholders of the Corporation
may not call a special meeting.

     SECTION 2.3  NOTICE OF MEETINGS AND ADJOURNED MEETINGS.  Except as
otherwise provided by law, written notice of any meeting of Stockholders shall
be given either by personal delivery or by mail to each Stockholder of record
entitled to vote thereat.  Notice of each meeting shall be in such form as is
approved by the Board of Directors and shall state the date, place and hour of
the meeting, and, in the case of a special meeting, the purpose or purposes for
which the meeting is called.  Unless otherwise provided by law, such written
notice shall be given not less than 10 nor more than 60 days before the date of
the meeting.  Except when a Stockholder attends a meeting for the express
purpose of objecting, at the beginning of the meeting, to the transaction of any
business on the grounds that the meeting is not lawfully called or convened,
presence in person or by proxy 

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of a Stockholder shall constitute a waiver of notice of such meeting. Further, a
written waiver of any notice required by law or by these Bylaws, signed by the
person entitled to notice, whether before or after the time stated therein,
shall be deemed equivalent to notice. Except as otherwise provided by law, the
business that may be transacted at any such meeting shall be limited to and
consist of the purpose or purposes stated in such notice. If a meeting is
adjourned to another time or place, notice need not be given of the adjourned
meeting if the time and place thereof are announced at the meeting at which the
adjournment is taken; provided, however, that if the adjournment is for more
than 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.

     SECTION  2.4  VOTING LISTS.  The officer or agent having charge of the
stock transfer books for shares of the Corporation shall make, at least 10 days
before each meeting of the Stockholders, a complete list of Stockholders
entitled to vote at such meeting or any adjournment thereof, arranged in
alphabetical order, with the address of each and the number of shares held by
each, which list, for a period of 10 days prior to such meeting, shall be kept
on file 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, and such list shall be subject to
inspection by the Stockholders at any time during usual business hours.  Such
list shall also be produced and kept open at the time and place of the meeting
and shall be subject to the inspection of any Stockholder for the duration of
the meeting.  The original stock transfer books shall be prima-facie evidence as
to who are the Stockholders entitled to examine such list or transfer books or
to vote at any meeting of Stockholders.

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     SECTION 2.5  QUORUM.  Except as otherwise provided by law or by the
Certificate of Incorporation, the holders of a majority of the Corporation's
stock issued and outstanding and entitled to vote at a meeting, present in
person or represented by proxy, without regard to class or series, shall
constitute a quorum at all meetings of the Stockholders for the transaction of
business. If, however, such quorum shall not be present or represented at any
meeting of the Stockholders, the Chairman of the Board of Directors or other
person presiding over such meeting or the holders of a majority of such shares
of stock, present in person or represented by proxy, may adjourn any meeting
from time to time without notice other than announcement at the meeting, except
as otherwise required by these Bylaws, until a quorum shall be present or
represented.  At any such adjourned meeting at which a quorum shall be present
or represented, any business may be transacted which might have been transacted
at the meeting as originally called.  A holder of a share of the Corporation's
capital stock shall be treated as being present or represented at a meeting if
such holder is (i) present in person at the meeting or (ii) represented at the
meeting by a valid proxy, regardless of whether the instrument granting the
proxy is marked as casting a vote or abstaining, is left blank or does not
empower such proxy to vote with respect to some or all matters to be voted upon
at the meeting.

     SECTION 2.6  ORGANIZATION.  Meetings of the Stockholders shall be presided
over by the Chairman of the Board of Directors, if one shall be elected, or in
his absence, by the Chief Executive Officer, the President or by any Senior Vice
President, or, in the absence of any of such officers, by a chairman to be
chosen by a majority of the Stockholders entitled to vote at the meeting who are
present in person or by proxy.  The Secretary, or, in his absence, any Assistant
Secretary or any 

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person appointed by the individual presiding over the meeting, shall act as
secretary at meetings of the Stockholders.

     SECTION 2.7  VOTING.  Each Stockholder of record, as determined pursuant to
Section 2.9, who is entitled to vote in accordance with the terms of the
Certificate of Incorporation and in accordance with the provisions of these
Bylaws, shall, except to the extent specified in the Certificate of
Incorporation or any resolution adopted by the Board of Directors to establish
any series of Preferred Stock of the Corporation, be entitled to one vote, in
person or by proxy, for each share of stock registered in his name on the books
of the Corporation.  Every Stockholder entitled to vote at any Stockholders'
meeting may authorize another person or persons to act for him by proxy duly
appointed by instrument in writing subscribed by such Stockholder and executed
not more than three years prior to the meeting, unless the proxy provides for a
longer period.  Each proxy shall be revocable unless it expressly states therein
that it is irrevocable and, only so long as, it is coupled with an interest
sufficient in law to support an irrevocable power.  A Stockholder's attendance
at any meeting, when such Stockholder has theretofore given a proxy, shall not
have the effect of revoking such proxy unless such Stockholder shall in writing
so notify the Secretary of the meeting prior to the voting of the proxy.
Unless otherwise provided by law, no vote on the election of directors or any
question brought before the meeting need be by ballot unless the chairman of the
meeting shall determine that it shall be by ballot or the holders of a majority
of the shares of stock present in person or by proxy and entitled to participate
in such vote shall so demand.  In a vote by ballot, each ballot shall state the
number of shares voted and the name of the Stockholder or proxy voting. Except
as otherwise provided by law, by the Certificate of Incorporation or these
Bylaws, (i) action on a matter (other than the election of directors) shall be
approved if the votes cast by holders of 

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shares of stock present and entitled to vote on the matter at a meeting at which
a quorum is present in favor of the matter exceed the votes cast opposing the
matter and (ii) directors shall be elected by a plurality of the votes cast by
the holders of shares present and entitled to vote in the election at a meeting
at which a quorum is present. In the election of directors, votes may not be
cumulated. In determining the number of votes cast, shares abstaining from
voting or not voted on a matter (including director elections) will not be
treated as votes cast.

     SECTION 2.8  AUTHORIZATION OF PROXIES.  Without limiting the manner in
which a Stockholder may authorize another person or persons to act for him as
proxy, the following are valid means of granting such authority.  A Stockholder
may execute a writing authorizing another person or persons to act for him as
proxy.  Execution may be accomplished by the Stockholder or his authorized
officer, director, employee or agent signing such writing or causing his or her
signature to be affixed to such writing by any reasonable means including, but
not limited to, by facsimile signature.  A Stockholder may also authorize
another person or persons to act for him as proxy by transmitting or authorizing
the transmission of a telegram, cablegram or other means of electronic
transmission must either set forth or be submitted with information from which
it can be determined that the telegram, cablegram or other electronic
transmission was authorized by the Stockholder.  If it is determined that such
telegrams, cablegrams or other electronic transmissions are valid, the
inspectors or, if there are no inspectors, such other persons making that
determination shall specify the information upon which they relied.  Any copy,
facsimile telecommunication or other reliable reproduction of the writing or
transmission created pursuant to this section may be substituted or used in lieu
of the original writing or 

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transmission for any and all purposes for which the writing or transmission
could be used, provided that such copy, facsimile telecommunication or other
reproduction shall be a complete reproduction of the entire original writing or
transmission.

     SECTION 2.9  STOCKHOLDERS ENTITLED TO VOTE.  The Board of Directors may fix
a date not more than 60 days nor less than 10 days prior to the date of any
meeting of Stockholders as a record date for the determination of the
Stockholders entitled to notice of and to vote at such meeting and any
adjournment thereof, and in such case such Stockholders and only such
Stockholders as shall be Stockholders of record on the date so fixed shall be
entitled to notice of and to vote at, such meeting and any adjournment thereof
notwithstanding any transfer of any stock on the books of the Corporation after
such record date fixed as aforesaid.

     SECTION 2.10  ORDER OF BUSINESS.  The order of business at all meetings of
Stockholders shall be as determined by the chairman of the meeting or as is
otherwise determined by the vote of the holders of a majority of the shares of
stock present in person or by proxy and entitled to vote without regard to class
or series at the meeting.

     SECTION 2.11  ACTION BY WRITTEN CONSENT.  No action required or permitted
to be taken by the Stockholders shall be taken except at an annual or special
meeting with prior notice and a vote. No action may be taken by the Stockholders
by written consent.

     SECTION 2.12  INSPECTORS OF ELECTION.  Before any meeting of Stockholders,
the Board of Directors may, and if required by law shall, appoint one or more
persons to act as inspectors of election at such meeting or any adjournment
thereof.  If any person appointed as inspector fails to appear or fails or
refuses to act, the chairman of the meeting may, and if required by law or
requested by any Stockholder entitled to vote or his proxy shall, appoint a
substitute inspector.  If no inspectors are appointed by the Board of Directors,
the chairman of the meeting may, and if required by law 

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or requested by any Stockholder entitled to vote or his proxy shall, appoint one
or more inspectors at the meeting. Notwithstanding the foregoing, inspectors
shall be appointed consistent with Section 231 of the DGCL. Inspectors may
include individuals who serve the Corporation in other capacities (including as
officers, employees, agents or representatives); provided, however, that no
director or candidate for the office of director shall act as an inspector.
Inspectors need not be Stockholders. The inspectors shall (i) determine the
number of shares of capital stock of the Corporation outstanding and the voting
power of each, the number of shares represented at the meeting, the existence of
a quorum and the validity and effect of proxies and (ii) receive votes or
ballots, hear and determine all challenges and questions arising in connection
with the right to vote, count and tabulate all votes and ballots, determine the
results and do such acts as are proper to conduct the election or vote with
fairness to all Stockholders. On request of the chairman of the meeting, the
inspectors shall make a report in writing of any challenge, request or matter
determined by them and shall execute a certificate of any fact found by them.
The inspectors shall have such other duties as may be prescribed by Section 231
of the DGCL.

     SECTION 2.13  NOTICE OF STOCKHOLDER NOMINEES.  Only persons who are
nominated in accordance with the procedures set forth in this Section 2.13 shall
be eligible for election as directors of the Corporation.  Nominations of
persons for election to the Board of Directors of the Corporation may be made at
a meeting of the Corporation's Stockholders (a) by or at the direction of the
Board of Directors or (b) by any Stockholder of the Corporation entitled to vote
for the election of directors at such meeting who complies with the procedures
set forth in this Section 2.13.  All nominations by Stockholders shall be made
pursuant to timely notice in proper written form submitted to the Secretary of
the Corporation.  To be timely, a Stockholders' notice shall be delivered to or
mailed 

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and received at the principal executive offices of the Corporation not less than
60 days nor more than 90 days prior to the anniversary of the annual meeting
held for the immediately preceding year (provided, however, that if no annual
meeting was held in the previous year or the date of the annual meeting of
Stockholders has been changed by more than 30 calendar days from the date
contemplated at the time of the previous year's proxy statement, the notice must
be received by the Corporation at least 45 days prior to the date the
Corporation intends to distribute its proxy statement with respect to such
meeting) or, in the case of a special meeting at which directors are to be
elected and for which less than 40 days' notice or prior public disclosure of
the date of the meeting is given or made to Stockholders, notice by the
Stockholder to be timely must be so received not later than the close of
business on the 10th day following the day on which such notice of the date of
the meeting was mailed or such public disclosure was made. To be in proper
written form, such Stockholder's notice to the Secretary shall set forth in
writing (a) as to each person whom such Stockholder proposes to nominate for
election or re-election as a director, all information relating to such person
that is required to be disclosed in solicitations of proxies for election of
directors, or is otherwise required, in each case pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended, including, without
limitation, such person's written consent to being named in the proxy statement
as a nominee and to serving as a director if elected; and (b) as to such
Stockholder (i) the name and address, as they appear on the Corporation's books,
and principal occupation of such Stockholder, (ii) the class and number of
shares of the Corporation's capital stock that are beneficially owned by such
Stockholder and the dates upon which such Stockholder acquired such shares and
documentary support for any claims of beneficial ownership, and (iii) a
description of all agreements, arrangements or understandings between such
Stockholder and each such person 

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that such Stockholder proposes to nominate as a director and any other person or
persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by such Stockholder. At the request of the Board of
Directors, any person nominated by the Board of Directors for election as a
director shall furnish to the Secretary of the Corporation that information
required to be set forth in a Stockholder's notice of nomination which pertains
to the nominee. No person shall be eligible for election as a director unless
nominated in accordance with the procedures set forth in these Bylaws of the
Company. The chairman of the Stockholder's meeting shall, if the facts warrant,
determine and declare to the meeting that a nomination was not made in
accordance with the procedures prescribed by these Bylaws of the Company, and if
he shall so determine, he shall announce such determination to the meeting and
the defective nomination shall be disregarded.

     SECTION 2.14  STOCKHOLDER PROPOSALS.  At any special meeting of the
Corporation's Stockholders, only such business shall be conducted as shall have
been brought before the meeting by or at the direction of the Board of
Directors.  At any annual meeting of the stockholders, only such business shall
be conducted as shall have been brought before the meeting (a) by or at the
direction of the Board of Directors or (b) by any Stockholder who complies with
the procedures set forth in this Section 2.14; provided, however, that nothing
in this Section 2.14 shall be deemed to preclude discussion by any Stockholder
of any business properly brought before any annual meeting of Stockholders in
accordance with such procedures.  For business properly to be brought before an
annual meeting by a Stockholder, the Stockholder must have given timely notice
thereof in proper written form 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 60 days nor
more than 90 days prior to the anniversary of the annual meeting held for the

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immediately preceding year (provided, however, that if no annual meeting was
held in the previous year or the date of the annual meeting of Stockholders has
been changed by more than 30 calendar days from the date contemplated at the
time of the previous year's proxy statement, the notice must be received by the
Corporation at least 45 days prior to the date the Corporation intends to
distribute its proxy statement with respect to such meeting).  To be in proper
written form, such Stockholder's notice to the Secretary shall set forth in
writing as to each matter such Stockholder proposes to bring before the annual
meeting (a) a brief description of the business desired to be brought before the
annual meeting, including the exact text of any proposal to be presented for
adoption and any supporting statement (which shall not exceed 500 words in the
aggregate), and such Stockholder's reasons for conducting such business at the
annual meeting, (b) the name and address, as they appear on the Corporation's
books, and principal occupation of such Stockholder, (c) the class and number of
shares of the Corporation's capital stock that are beneficially owned by such
Stockholder and the dates upon which such Stockholder acquired such shares and
documentary support for any claims of beneficial ownership, and (d) any material
interest of such Stockholder in such business. Notwithstanding anything in these
Bylaws to the contrary, no business shall be conducted at an annual meeting
except in accordance with the procedures set forth in this Section 2.14 and the
foregoing rights of a Stockholder to propose business for consideration at an
annual meeting of Stockholders shall be subject to such conditions, restrictions
and limitations as may be imposed by the Certificate of Incorporation.  The
chairman of an annual stockholder's meeting shall, if the facts warrant,
determine and declare to the meeting that business is not properly brought
before the meeting in accordance with the provisions of this Section 2.14, and,
if he should so determine, he shall so announce such determination to the
meeting and any such business not properly brought 

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before the meeting shall not be transacted. Notwithstanding any other provision
of these Bylaws, the Corporation shall be under no obligation to include any
Stockholder proposal in its proxy statement material or otherwise present any
such proposal to Stockholders at a meeting of Stockholders if the Board of
Directors reasonably believes that the proponents thereof have not complied with
Sections 13 and 14 of the Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder, and the Corporation shall not be
required to include in its proxy statement material to Stockholders any
Stockholder proposal not required to be included in its proxy statement to
Stockholders in accordance with such act, rules or regulations.

                                 ARTICLE  III

                                   DIRECTORS

     SECTION 3.1  MANAGEMENT.  The property, affairs and business of the
Corporation shall be managed by or under the direction of the Board of Directors
which may exercise all powers of the Corporation and do all lawful acts and
things as are not by law, by the Certificate of Incorporation or by these Bylaws
directed or required to be exercised or done by the Stockholders.

     SECTION 3.2  NUMBER AND TERM.  The Board of Directors shall be classified
in accordance with the Certificate of Incorporation and the actual number of
directors constituting the entire Board of Directors shall be fixed from time to
time by resolution of the Board of Directors adopted by the affirmative vote of
a majority of the members of the entire Board of Directors, but shall consist of
not less than three nor more than 15 members, one-third of whom shall be elected
each year by the Stockholders except as provided in Section 3.4.  The Board of
Directors shall have sole authority to determine the number of directors, within
the limits set forth above, and may increase or decrease the exact number of
directors from time to time by resolution duly adopted by the affirmative vote

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of a majority of the entire Board of Directors.  Such increases and decreases
shall be apportioned among the classes of directors so that all classes will be
as nearly equal in number as possible. Directors need not be Stockholders.  No
decrease in the number of directors shall have the effect of shortening the term
of office of any incumbent director.

     SECTION 3.3  QUORUM AND MANNER OF ACTION.  At all meetings of the Board of
Directors a majority of the total number of directors holding office 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
law, by the Certificate of Incorporation or by these Bylaws.  When the Board of
Directors consists of one director, the one director shall constitute a majority
and a quorum.  If at any meeting of the Board of Directors there shall be less
than a quorum present, a majority of those present may adjourn the meeting from
time to time until a quorum is obtained, and no further notice thereof need be
given other than by announcement at such adjourned meeting.  Attendance by a
director at a meeting shall constitute a waiver of notice of such meeting except
where a director attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business on the ground that
the meeting is not lawfully called or convened.  A Director who is present at a
meeting of the Board of Directors at which action on any corporate matter is
taken shall be presumed to have assented to such action unless his dissent shall
be entered in the minutes of the meeting or unless he shall file his written
dissent to such action with the person acting as Secretary of the meeting before
the adjournment thereof or shall forward any dissent by certified or registered
mail to the Secretary immediately after the adjournment of the meeting.  Such
right to dissent shall not apply to any Director who voted in favor of such
action.

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     SECTION 3.4  VACANCIES.  Except as otherwise provided by law and the
Certificate of Incorporation, in the case of any increase in the authorized
number of directors or of any vacancy in the Board of Directors, however
created, the additional director or directors may be elected, or, as the case
may be, the vacancy or vacancies shall be filled by majority vote of the
directors remaining on the whole Board of Directors although less than a quorum,
or by a sole remaining director.  In the event one or more directors shall
resign, effective at a future date, such vacancy or vacancies shall be filled by
a majority of the directors who will remain on the whole Board of Directors,
although less than a quorum, or by a sole remaining director.  Any director
elected or chosen as provided herein shall serve until the sooner of (i) the
unexpired term of the directorship to which he is appointed; or (ii) until his
successor is elected and qualified; or (iii) until his earlier resignation or
removal.  If, as a result of a disaster or emergency (as determined in good
faith by the then remaining Directors), it becomes impossible to ascertain
whether or not vacancies exist on the Board of Directors and a person is or
persons are elected by the Directors, who in good faith believe themselves to be
a majority of the remaining Directors, to fill a vacancy or vacancies that such
remaining Directors in good faith believe exists, then the acts of such person
or persons who are so elected as Directors shall be valid and binding upon the
Corporation and the Stockholders, although it may subsequently develop that at
the time of the election (i) there was in fact no vacancy or vacancies existing
on the Board of Directors or (ii) the directors who so elected such person or
persons did not in fact constitute a majority of the remaining Directors.

     SECTION 3.5  RESIGNATIONS.  A director may resign at any time upon written
notice of resignation to the Corporation, delivered to the Secretary.  Any
resignation shall be effective 

                                      -14-
<PAGE>
 
immediately unless a certain effective date is specified therein, in which event
it will be effective upon such date and acceptance of any resignation shall not
be necessary to make it effective.

     SECTION 3.6  REMOVALS.  Any director or the entire Board of Directors may
be removed before the expiration of such Director's term of office only for
cause, and another person or persons may be elected to serve for the remainder
of his or their term, and only upon the affirmative vote of the holders of a
majority of the shares of the Corporation entitled to vote in the election of
directors. Stockholders may not remove any director without cause.  In case any
vacancy so created shall not be filled by the Stockholders at such meeting, such
vacancy may be filled by the directors as provided in Section 3.4.

     SECTION 3.7  ANNUAL MEETINGS.  The annual meeting of the Board of Directors
shall be held, if a quorum be present, immediately following each annual meeting
of the Stockholders at the place such meeting of Stockholders took place, for
the purpose of organization and transaction of any other business that might be
transacted at a regular meeting thereof, and no notice of such meeting shall be
necessary.  If a quorum is not present, such annual meeting may be held at any
other time or place that may be specified in a notice given in the manner
provided in Section 3.9 for special meetings of the Board of Directors or in a
waiver of notice thereof.

     SECTION 3.8  REGULAR MEETINGS.  Regular meetings of the Board of Directors
may be held without notice at such places and times as shall be determined from
time to time by resolution of the Board of Directors.  Except as otherwise
provided by law, any business may be transacted at any regular meeting of the
Board of Directors.

     SECTION 3.9  SPECIAL MEETINGS.  Special meetings of the Board of Directors
may be called by the Chief Executive Officer or by the Secretary on the written
request of one-third of the members 

                                      -15-
<PAGE>
 
of the whole Board of Directors stating the purpose or purposes of such meeting.
Notices of special meetings, if mailed, shall be mailed to each director not
later than two days before the day the meeting is to be held or if otherwise
given in the manner permitted by these Bylaws, not later than the day before
such meeting. Neither the business to be transacted at, nor the purpose of, any
special meeting need be specified in any notice or written waiver of notice
unless so required by the Certificate of Incorporation or by the Bylaws. Unless
limited by law, the Certificate of Incorporation or by these Bylaws, any and all
business may be transacted at a special meeting.

     SECTION 3.10  ORGANIZATION OF MEETINGS.  At any meeting of the Board of
Directors, business shall be transacted in such order and manner as such Board
of Directors may from time to time determine, and all matters shall be
determined by the vote of a majority of the directors present at any meeting at
which there is a quorum, except as otherwise provided by these Bylaws or
required by law.

     SECTION 3.11  PLACE OF MEETINGS.  The Board of Directors may hold their
meetings and have one or more offices, and keep the books of the Corporation,
inside or outside the State of Delaware, at any office or offices of the
Corporation, or at any other place as they may from time to time by resolution
determine.

     SECTION 3.12  COMPENSATION OF DIRECTORS.  The Board of Directors shall have
the authority to fix, and from time to time to change, the compensation of
Directors.  Directors shall not receive any stated salary for their services as
directors, but by resolution of the Board of Directors a fixed honorarium or
fees and expenses, if any, of attendance may be paid by the Corporation for
attendance at each meeting.  Nothing herein contained shall be construed to
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor.  Members 

                                      -16-
<PAGE>
 
of special or standing committees may be allowed like compensation for attending
such committee meetings.

     SECTION 3.13  ACTION BY UNANIMOUS WRITTEN CONSENT.  Unless otherwise
restricted by law, the Certificate of Incorporation or these Bylaws, any action
required or permitted to be taken at any meeting of the Board of Directors or of
any committee thereof may be taken without a meeting if all members of the Board
of Directors or 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 the committee.

     SECTION 3.14  PARTICIPATION IN MEETINGS BY TELEPHONE.  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
such Board of Directors or committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other.   Participation in a meeting pursuant to this
Section 3.14 shall constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business on the ground that
the meeting is not lawfully called or convened.

     SECTION 3.15  ELECTION OF DIRECTORS BY CLASS VOTE OF HOLDERS OF PREFERRED
STOCK. Notwithstanding the foregoing provisions of this Article III, if the
resolutions of the Board of Directors creating any class or series of preferred
stock of the Corporation entitle the holders of such preferred stock, voting
separately by class or series, to elect additional Directors under specified
circumstances, then all provisions of such resolutions relating to the
nomination, election, term of office, removal, filling of vacancies and other
features of such directorships shall, as to such 

                                      -17-
<PAGE>
 
directorships, govern and control over any conflicting provisions of this
Article III, and such Directors so elected need not be divided into classes
pursuant to this Article III unless expressly provided by the provisions of such
resolutions.

                                  ARTICLE  IV

                          COMMITTEES  OF  THE  BOARD

     SECTION 4.1  MEMBERSHIP AND AUTHORITIES.  The Board of Directors may, by
resolution or resolutions passed by a majority of the whole Board of Directors,
designate one or more Directors to constitute an Executive Committee and such
other committees as the Board of Directors may determine, each of which
committees to the extent provided in said resolution or resolutions or in these
Bylaws, shall have and may exercise all the powers of the Board of Directors in
the management of the business and affairs of the Corporation, except in those
cases where the authority of the Board of Directors is specifically denied to
the Executive Committee or such other committee or committees by law, the
Certificate of Incorporation or these Bylaws, and may authorize the seal of the
Corporation to be affixed to all papers that may require it.  The designation of
an Executive Committee or other committee and the delegation thereto of
authority shall not operate to relieve the Board of Directors, or any member
thereof, of any responsibility imposed upon it or him by law. Each member of a
committee of the Board of Directors shall serve as such until the earliest of
(i) his death, (ii) the expiration of his term as a Director, (iii) his
resignation as a member of such committee or as a Director and (iv) his removal
as a member of such committee or as a Director.

     SECTION 4.2  MINUTES.  Each committee designated by the Board of Directors
shall keep regular minutes of its proceedings and shall provide a report of its
proceedings to the Board of Directors when required or requested by the Board of
Directors.

                                      -18-
<PAGE>
 
     SECTION 4.3  VACANCIES.  The Board of Directors may designate one or more
of its members as alternate members of any committee who may replace any absent
or disqualified member at any meeting of such committee.  If no alternate
members have been appointed, the committee 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 absent or disqualified
member.  The Board of Directors shall have the power at any time to fill
vacancies in, to change the membership of, and to dissolve, any committee.

     SECTION 4.4  TELEPHONE MEETINGS.  Members of any committee designated by
the Board of Directors may participate in or hold a meeting by use of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other.  Participation in a meeting
pursuant to this Section 4.4 shall constitute presence in person at such
meeting, except where a person participates in the meeting for the express
purpose of objecting, at the beginning of the meeting, to the transaction of any
business on the ground that the meeting is not lawfully called or convened.

     SECTION 4.5  ACTION WITHOUT MEETING.  Any action required or permitted to
be taken at a meeting of any committee designated by the Board of Directors may
be taken without a meeting if a consent in writing, setting forth the action so
taken, is signed by all the members of the committee and filed with the minutes
of the committee proceedings. Such consent shall have the same force and effect
as a unanimous vote at a meeting.

                                      -19-
<PAGE>
 
                                  ARTICLE  V

                                  OFFICERS

     SECTION 5.1  NUMBER AND TITLE.  The elected officers of the Corporation
shall be chosen by the Board of Directors and shall be a Chief Executive
Officer, the President, a Vice President, a Secretary and a Treasurer.  The
Board of Directors may also choose a Chairman of the Board, who must be a member
of the Board of Directors, and additional Vice Presidents (including one or more
Executive Vice Presidents and one or more Senior Vice Presidents), a Chief
Financial Officer, a General Counsel, one or more Assistant Secretaries and/or
one or more Assistant Treasurers.  One person may hold any two or more of these
offices.

     SECTION 5.2  TERM OF OFFICE; VACANCIES.  So far as is practicable, all
elected officers shall be elected by the Board of Directors at the annual
meeting of the Board of Directors in each year, and except as otherwise provided
in this Article V, shall hold office until the next such meeting of the Board of
Directors in the subsequent year and until their respective successors are
elected and qualified or until their earlier resignation or removal.  All
appointed officers shall hold office at the pleasure of the Board of Directors.
If any vacancy shall occur in any office, the Board of Directors may elect or
appoint a successor to fill such vacancy for the remainder of the term.

     SECTION 5.3  REMOVAL OF ELECTED OFFICERS.  Any elected officer may be
removed at any time, with or without cause, by affirmative vote of a majority of
the whole Board of Directors, at any regular meeting or at any special meeting
called for such purpose.

     SECTION 5.4  RESIGNATIONS.  Any officer may resign at any time upon written
notice of resignation to the Chief Executive Officer, Secretary or Board of
Directors of the Corporation.  Any resignation shall be effective immediately
unless a date certain is specified for it to take effect, in 

                                      -20-
<PAGE>
 
which event it shall be effective upon such date, and acceptance of any
resignation shall not be necessary to make it effective, irrespective of whether
the resignation is tendered subject to such acceptance. Any such resignation is
without prejudice to the rights, if any, of the Corporation under any contract
to which the officer is a party.

     SECTION 5.5  THE CHAIRMAN OF THE BOARD.  The Chairman of the Board, if one
shall be elected, shall preside at all meetings of the Stockholders and Board of
Directors.  In addition, the Chairman of the Board shall perform whatever duties
and shall exercise all powers that are given to him by the Board of Directors.

     SECTION 5.6 CHIEF EXECUTIVE OFFICER.  (a) The Chief Executive Officer shall
be the chief executive officer of the Corporation and, subject to the
supervision, direction and control of the Board of Directors and the Chairman of
the Board (if any), shall have general supervision, direction and control of the
business and officers of the Corporation with all such powers as may be
reasonably incident to such responsibilities.  The Chief Executive Officer shall
implement the general directives, plans and policies formulated by the Board of
Directors and shall further have such duties, responsibilities and authorities
as may be assigned to him by the Board of Directors. The Chief Executive Officer
shall have the general powers and duties of management usually vested in the
chief executive officer of a corporation.  The Chief Executive Officer may sign,
with any other proper officer, certificates for shares of the Corporation and
any deeds, bonds, mortgages, contracts and other documents which the Board of
Directors has authorized to be executed, except where required by law to be
otherwise signed and executed and except where the signing and execution thereof
shall be expressly delegated by the Board or Directors or these Bylaws to some
other officer or agent of the Corporation.

                                      -21-
<PAGE>
 
          (b) During the time of any vacancy in the office of Chairman of the
Board or in the event of the absence or disability of the Chairman of the Board,
the Chief Executive Officer shall have the duties and powers of the Chairman of
the Board unless otherwise determined by the Board of Directors.  In the absence
of the Chairman of the Board, if one be elected, the Chief Executive Officer
shall  preside at meetings of the Stockholders and Board of Directors and shall
be ex officio a member of all standing committees.  During the time of any
vacancy in the office of President or in the event of the absence or disability
of the President, the Chief Executive Officer shall have the duties and powers
of the President unless otherwise determined by the Board of Directors.  In no
event shall any third party having any dealings with the Corporation be bound to
inquire as to any facts required by the terms of this Section 5.6 for the
exercise by the Chief Executive Officer of the powers of the Chairman of the
Board or the President.

     SECTION 5.7  PRESIDENT.  (a) The President shall be the chief operating
officer of the Corporation and, subject to the supervision, direction and
control of the Chief Executive Officer and the Board of Directors, shall manage
the day-to-day operations of the Corporation.  He shall have the general powers
and duties of management usually vested in the chief operating officer of a
corporation and such other powers and duties as may be assigned to him by the
Board of Directors, the Chief Executive Officer or these Bylaws.  The President
may sign, with any other proper officer, certificates for shares of the
Corporation and any deeds, bonds, mortgages, contracts and other documents which
the Board of Directors has authorized to be executed, except where required by
law to be otherwise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the Board or Directors or
these Bylaws to some other officer or agent of the Corporation.  In the absence
of the President, his duties shall be performed and his authority may 

                                      -22-
<PAGE>
 
be exercised by the Chief Executive Officer or a Vice President of the
Corporation as may have been designated by the President with the right reserved
to the Board of Directors to designate or supersede any designation so made.

          (b) During the time of any vacancy in the offices of the Chairman of
the Board and Chief Executive Officer or in the event of the absence or
disability of the Chairman of the Board and the Chief Executive Officer, the
President shall have the duties and powers of the Chief Executive Officer unless
otherwise determined by the Board of Directors.  In no event shall any third
party having any dealings with the Corporation be bound to inquire as to any
facts required by the terms of this Section 5.7 for the exercise by the
President of the powers of the Chief Executive Officer.

     SECTION 5.8  VICE PRESIDENTS.  In the absence or disability of the
President, the Vice Presidents, if any, in order of their rank as fixed by the
Board of Directors, or if not ranked, the Vice President designated by the
President, shall perform all the duties of the President as chief operating
officer of the Corporation, and when so acting shall have all the powers of, and
be subject to all the restrictions upon, the President as chief operating
officer of the Corporation.  In no event shall any third party having dealings
with the Corporation be bound to inquire as to any facts required by the terms
of this Section 5.8 for the exercise by any Vice President of the powers of the
President as chief operating officer of the Corporation.  The Vice Presidents
shall have such other powers and perform such other duties as from time to time
may be assigned to them by these Bylaws and as may from time to time be assigned
to them by the Board of Directors, the Chief Executive Officer or the President,
and may sign, with any other proper officer, certificates for shares of the
Corporation.

                                      -23-
<PAGE>
 
     SECTION 5.9  SECRETARY.  The Secretary shall keep or cause to be kept, at
the principal office of the Corporation or such other place as the Board of
Directors may order, a book of minutes of all meetings and actions of the Board
of Directors, committees of the Board of Directors and Stockholders, with the
time and place of holding, whether regular or special, and, if special, how
authorized, the notice thereof given, the names of those present at meetings of
the Board of Directors and committees thereof, the number of shares present or
represented at Stockholders' meetings and the proceedings thereof.  The
Secretary, if available, shall attend all meetings of the Board of Directors and
all meetings of the Stockholders and record the proceedings of the meetings in a
book to be kept for that purpose and shall perform like duties for any committee
of the Board of Directors as the Board of Directors or such committee shall
designate him to serve.  The Secretary shall give, or cause to be given, notice
of all meetings of the Stockholders and meetings of the Board of Directors and
committees thereof and shall perform such other duties incident to the office of
secretary or as may be prescribed by the Board of Directors or the President,
under whose supervision he shall be.  The Secretary shall have custody of the
corporate seal of the Corporation, if one be adopted pursuant to Section 8.1,
and he, or any Assistant Secretary, or any other person whom the Board of
Directors may designate, shall have authority to affix the same to any
instrument requiring it, and when so affixed it may be attested by his signature
or by the signature of any Assistant Secretary or by the signature of such other
person so affixing such seal.

     SECTION 5.10  ASSISTANT SECRETARIES.  Each Assistant Secretary shall have
the usual powers and duties pertaining to his office, together with such other
powers and duties as may be assigned to him by the Board of Directors, the Chief
Executive Officer, the President or the Secretary.  The 

                                      -24-
<PAGE>
 
Assistant Secretary or such other person as may be designated by the Chief
Executive Officer shall exercise the powers of the Secretary during that
officer's absence or inability to act.

     SECTION 5.11  TREASURER.  The Treasurer shall have the custody of and be
responsible for the corporate funds and securities, shall keep full and accurate
accounts of receipts and disbursements in the books belonging to the Corporation
and shall deposit all moneys and other valuable effects in the name and to the
credit of the Corporation in such depositories as may be designated by the Board
of Directors.  He shall disburse the funds of the Corporation as may be ordered
by the Board of Directors, taking proper vouchers for such disbursements, and
shall render to the President and the Board of Directors, at its regular
meetings, or when the Board of Directors so requires, an account of all his
transactions as Treasurer and of the financial condition of the Corporation and
he shall perform all other duties incident to the position of Treasurer, or as
may be prescribed by the Board of Directors or the Chief Executive Officer.  If
required by the Board of Directors, he shall give the Corporation a bond in such
sum and with such surety or sureties as shall be satisfactory to the Board of
Directors for the faithful performance of the duties of his office and for the
restoration to the Corporation, in case of his death, resignation, retirement or
removal from office, of all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control belonging to the
Corporation.

     SECTION 5.12  ASSISTANT TREASURERS.  Each Assistant Treasurer shall have
the usual powers and duties pertaining to his office, together with such other
powers and duties as may be assigned to him by the Board of Directors, the
President or the Treasurer. The Assistant Treasurer or such other person
designated by the Chief Executive Officer shall exercise the power of the
Treasurer during that officer's absence or inability to act.

                                      -25-
<PAGE>
 
     SECTION 5.13  SUBORDINATE OFFICERS; AGENTS.  The Board of Directors may (a)
appoint such other officers subordinate to the Chief Executive Officer and
President (including a Chief Financial Officer and/or a General Counsel) as it
shall deem necessary or desirable who shall hold their offices for such terms,
have such authority and perform such duties as the Board of Directors may from
time to time determine, or (b) delegate to any committee or officer the power to
appoint any such subordinate officers.  The Board of Directors may also appoint
one or more agents as it shall deem necessary or desirable who shall have such
authority and perform such duties as the Board of Directors may from time to
time determine.  Any agent may be removed at any time, with or without cause, by
affirmative vote of a majority of the whole Board of Directors, at any regular
meeting or at any special meeting called for such purpose.

     SECTION 5.14  SALARIES AND COMPENSATION.  The salary or other compensation
of officers shall be fixed from time to time by the Board of Directors.  The
Board of Directors may delegate to any committee or officer the power to fix
from time to time the salary or other compensation of officers and agents.

                                  ARTICLE  VI

                                INDEMNIFICATION

     SECTION 6.1  INDEMNIFICATION OF DIRECTORS AND OFFICERS.  (a)  The
Corporation (i) 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 such person is or was, at any time prior to or during which this
Article VI is in effect, a director or officer of the Corporation, or is or was,
at any time prior to or during which this Article VI is in 

                                      -26-
<PAGE>
 
effect, serving at the request of the Corporation as a director or officer of
another corporation, partnership, joint venture, trust, other enterprise or
employee benefit plan and (ii) upon a determination by the Board of Directors
that indemnification is appropriate, the Corporation may 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 such person is or was, at any time prior
to or during which this Article VI is in effect, an employee or agent of the
Corporation or at the request of the Corporation was serving as an employee or
agent of any other corporation, partnership, joint venture, trust, other
enterprise or employee benefit plan, in the case of (i) and (ii) against
reasonable expenses (including attorneys' fees), judgments, fines, penalties,
amounts paid in settlement and other liabilities actually and reasonably
incurred by such person in connection with such action, suit or proceeding if
such person 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 that 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 such person did not
act in good faith and in a manner which 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 reasonable cause to believe that his conduct
was unlawful.

          (b) The Corporation (i) 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 such person is or was, at any

                                      -27-
<PAGE>
 
time prior to or during which this Article VI is in effect, a director or
officer of the Corporation, or is or was, at any time prior to or during which
this Article VI is in effect, serving at the request of the Corporation as a
director or officer of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise and (ii) upon a determination by the
Board of Directors that indemnification is appropriate, the Corporation may
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 such
person is or was, at any time prior to or during which this Article VI is in
effect, an employee or agent of the Corporation or at the request of the
Corporation was serving as an employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise, in
the case of (i) and (ii) against expenses (including attorneys' fees), actually
and reasonably incurred by such person in connection with the defense or
settlement of such action or suit if such person acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Corporation; provided, that no indemnification shall be made under this sub-
section (b) 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 other court of appropriate
jurisdiction, 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 of such expenses which the Delaware
Court of Chancery, or other court of appropriate jurisdiction, shall deem
proper.

     (c) Any indemnification under sub-sections (a) or (b) (unless ordered by
the Delaware Court of Chancery or other court of appropriate jurisdiction) shall
be made by the Corporation only 

                                      -28-
<PAGE>
 
as authorized in the specific case upon a determination that indemnification of
such person is proper in the circumstances because he has met the applicable
standard of conduct set forth in sub-sections (a) and (b). Such determination
shall be made (1) by the Board of Directors by a majority vote of a quorum
consisting of directors not parties to such action, suit or proceeding; or (2)
if such a quorum is not obtainable, or, even if obtainable a quorum of
disinterested directors so directs, by independent legal counsel, in written
opinion, selected by the Board of Directors; or (3) by the Stockholders. In the
event a determination is made under this sub-section (c) that the director,
officer, employee or agent has met the applicable standard of conduct as to some
matters but not as to others, amounts to be indemnified may be reasonably
prorated.

          (d) Expenses incurred by a person who is or was a director or officer
of the Corporation in appearing at, participating in or defending any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, shall be paid by the Corporation at
reasonable intervals in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of the director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the Corporation as authorized by this Article VI.
In addition, the Corporation shall pay or reimburse expenses incurred by any
person who is or was a director or officer of the Corporation in connection with
such person's appearance as a witness or other participant in a proceeding in
which such person or the Corporation is not a named party to such proceeding,
provided that such appearance or participation is on behalf of the Corporation
or by reason of his capacity as a director or officer, or former director or
officer of the Corporation.

                                      -29-
<PAGE>
 
          (e) If in a suit or proceeding for indemnification required under this
Article VI of a director or officer, or former director or officer, of the
Corporation or any of its affiliates, a court of competent jurisdiction
determines that such person is entitled to indemnification under this Article
VI, the court shall award, and the Corporation shall pay, to such person the
expenses incurred in securing such judicial determination.

          (f) It is the intention of the Corporation to indemnify the persons
referred to in this Article VI to the fullest extent permitted by law and with
respect to any action, suit or proceeding arising from events which occur at any
time prior to or during which this Article VI is in effect. The indemnification
and advancement of expenses provided by this Article VI shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be or become entitled under any law, the Certificate
of Incorporation, these Bylaws, agreement, the vote of Stockholders or
disinterested directors or otherwise, or under any policy or policies of
insurance purchased and maintained by the Corporation on behalf of any such
person, both as to action in his official capacity and as to action in another
capacity while holding such office, and shall 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 person.

          (g) The indemnification provided by this Article VI shall be subject
to all valid and applicable laws, and, in the event this Article VI or any of
the provisions hereof or the indemnification contemplated hereby are found to be
inconsistent with or contrary to any such valid laws, the latter shall be deemed
to control and this Article VI shall be regarded as modified accordingly, and,
as so modified, to continue in full force and effect.

                                      -30-
<PAGE>
 
                                 ARTICLE  VII

                                CAPITAL  STOCK

     SECTION 7.1  CERTIFICATES OF STOCK.  Certificates of stock shall be issued
to each Stockholder certifying the number of shares owned by him in the
Corporation and shall be in a form not inconsistent with the Certificate of
Incorporation and as approved by the Board of Directors.  The certificates shall
be signed by the Chairman of the Board, the Chief Executive Officer, the
President or a Vice President and by the Secretary or an Assistant Secretary, or
the Treasurer or an Assistant Treasurer and may be sealed with the seal of the
Corporation or a facsimile thereof.  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 he were such officer, transfer agent or registrar at the date
of issue.

     If the Corporation shall be authorized to issue more than one (1) class of
stock or more than one (1) series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate which the Corporation shall
issue to represent such class or series of stock, provided that, except as
otherwise provided by statute, in lieu of the foregoing requirements, there may
be set forth on the face or back of the certificate which the Corporation shall
issue to represent such class or series of stock, a statement that the
Corporation will furnish without charge to each Stockholder who so requests the
powers, designations, preferences and relative, participating, 

                                      -31-
<PAGE>
 
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. The Board of Directors shall have the power and authority to provide
that certificates representing shares of stock of the Corporation bear such
legends and statements as the Board of Directors deems appropriate in connection
with the requirements of federal or state securities laws or other applicable
laws.

     SECTION 7.2  LOST CERTIFICATES.  The Board of Directors may direct a new
certificate to be issued in place of any certificate theretofore issued by the
Corporation alleged to have been lost, stolen or destroyed, upon the making of
an affidavit of that fact by the owner of such certificate, or his legal
representative. When authorizing the issuance of a new certificate, the Board of
Directors may in its discretion, as a condition precedent to the issuance
thereof, require the owner, or his legal representative, to give a bond in such
form and substance with such surety as it may direct, to indemnify the
Corporation against any claim that may be made on account of the alleged loss,
theft or destruction of such certificate or the issuance of such new
certificate.

     SECTION 7.3  FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD FOR
CERTAIN PURPOSES.  (a) In order that the Corporation may determine the
Stockholders 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 capital 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 days prior to the date of payment of such dividend or
other distribution or allotment of such rights or the date when any such rights
in respect of any change, conversion or exchange of stock may be exercised or
the date of such other action.  In such a case, only Stockholders of record on
the date so fixed shall be entitled to receive any such dividend or other
distribution or allotment 

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of rights or to exercise such rights or for any other purpose, as the case may
be, notwithstanding any transfer of any stock on the books of the Corporation
after any such record date fixed as aforesaid.

          (b) If no record date is fixed, the record date for determining
Stockholders for any such purpose shall be at the close of business on the day
on which the Board of Directors adopts the resolution relating thereto.

     SECTION 7.4  DIVIDENDS.  Subject to the provisions of the Certificate of
Incorporation, if any, and except as otherwise provided by law, the directors
may declare dividends upon the capital stock of the Corporation as and when they
deem it to be expedient.  Such dividends may be paid in cash, in property or in
shares of the Corporation's capital stock.  Before declaring any dividend the
Directors may set apart out of the funds of the Corporation available for
dividend such sum or sums as the directors from time to time in their discretion
think proper for working capital or as a reserve fund to meet contingencies or
for equalizing dividends, or for such other purposes as the directors shall
determine to be conducive to the interests of the Corporation and the directors
may modify or abolish any such reserve in the manner in which it was created.

     SECTION 7.5  REGISTERED STOCKHOLDERS.  Except as expressly provided by law,
the Certificate of Incorporation and these Bylaws, the Corporation shall be
entitled to treat registered Stockholders as the only holders and owners in fact
of the shares standing in their respective names and the Corporation shall not
be bound to recognize any equitable or other claim to or interest in such shares
on the part of any other person, regardless of whether it shall have express or
other notice thereof.

     SECTION 7.6  TRANSFER OF STOCK.  Transfers of shares of the capital stock
of the Corporation shall be made only on the books of the Corporation by the
registered owners thereof, or by their legal representatives or their duly
authorized attorneys.  Upon any such transfers the old certificates shall 

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be surrendered to the Corporation by the delivery thereof to the person in
charge of the stock transfer books and ledgers, by whom they shall be canceled
and new certificates shall thereupon be issued.

     SECTION 7.7  STOCK OPTIONS, WARRANTS, ETC.  Unless otherwise expressly
prohibited in the resolutions of the Board of Directors creating any class or
series of preferred stock of the Corporation, the Board of Directors shall have
the power and authority to create and issue (whether or not in connection with
the issue and sale of any stock or other securities of the Corporation),
warrants, rights or options entitling the holders thereof to purchase from the
Corporation any shares of capital stock of the Corporation of any class or
series or any other securities of the Corporation for such consideration and to
such persons, firms or Corporations as the Board of Directors, in its sole
discretion, may determine setting aside from the authorized but unissued stock
of the Corporation the requisite number of shares for issuance upon the exercise
of such warrants, rights or options.  Such warrants, rights and options shall be
evidenced by one or more instruments approved by the Board of Directors.  The
Board of Directors shall be empowered to set the exercise price, duration, time
for exercise and other terms of such warrants, rights and operations; provided,
however, that the consideration to be received for any shares of capital stock
subject thereto shall not be less than the par value thereof.

                                 ARTICLE  VIII

                           MISCELLANEOUS  PROVISIONS

     SECTION 8.1  CORPORATE SEAL.  If one be adopted, the corporate seal shall
have inscribed thereon the name of the Corporation and shall be in such form as
may be approved by the Board of Directors.  Said seal may be used by causing it
or a facsimile thereof to be impressed or affixed or in any manner reproduced.

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     SECTION 8.2  FISCAL YEAR.  The fiscal year of the Corporation shall be the
calendar year unless changed by resolution of the Board of Directors.

     SECTION 8.3  CHECKS, DRAFTS, NOTES.  All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the Corporation shall be signed by such officer or officers, agent or
agents of the Corporation, and in such manner as shall from time to time be
determined by resolution (whether general or special) of the Board of Directors
or may be prescribed by any officer or officers, or any officer and agent
jointly, thereunto duly authorized by the Board of Directors.

     SECTION 8.4  CORPORATE CONTRACTS AND INSTRUMENTS.  Subject always to the
specific directions of the Board of Directors, the Chairman of the Board (if
any), the Chief Executive Officer, the President, any Vice President, the
Secretary or the Treasurer may enter into contracts and execute instruments in
the name and on behalf of the Corporation.  The Board of Directors and, subject
to the specific directions of the Board of Directors, the Chairman of the Board
(if any), the Chief Executive Officer or the President may authorize one or more
officers, employees or agents of the Corporation to enter into any contact or
execute any instrument in the name of and on behalf of the Corporation, and such
authority may be general or confined to specific instances.

     SECTION 8.5  NOTICE AND WAIVER OF NOTICE.  Whenever notice is required to
be given to any director or Stockholder under the provisions of applicable law,
the Certificate of Incorporation or of these Bylaws it shall not be construed to
only mean personal notice, rather, such notice may also be given in writing, by
mail, addressed to such director or Stockholder at his address as it appears on
the records of the Corporation, with postage thereon prepaid (unless prior to
the mailing of such notice he shall have filed with the Secretary of the
Corporation a written request that notices 

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<PAGE>
 
intended for him be mailed to some other address in which case, such notice
shall be mailed to the address designated in the request), and such notice shall
be deemed to be given at the time when the same shall be deposited in the United
States mail. Notice to directors may also be given by telegram, cable or other
form of recorded communication, by personal delivery or by telephone. Whenever
notice is required to be given under any provision of law, the Certificate of
Incorporation or these Bylaws, a waiver thereof in writing, by telegraph, cable
or other form of recorded communication, signed by the person or persons
entitled to said 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 on the ground that 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 of notice
unless so required by the Certificate of Incorporation or these Bylaws.

     SECTION  8.6  EXAMINATION OF  BOOKS AND RECORDS.  The Board of Directors
shall determine from time to time whether, and if allowed, when and under what
conditions and regulations the accounts and books of the Corporation (except
such as may by statute be specifically opened to inspection) or any of them
shall be open to inspection by the Stockholders, and the Stockholders' rights in
this respect are and shall be restricted and limited accordingly.

     SECTION  8.7  VOTING UPON SHARES HELD BY THE CORPORATION.  Unless otherwise
provided by law or by the Board of Directors, the Chairman of the Board of
Directors, if one shall be elected, or the Chief Executive Officer, if a
Chairman of the Board of Directors shall not be elected, acting 

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<PAGE>
 
on behalf of the Corporation, shall have full power and authority to attend and
to act and to vote at any meeting of Stockholders of any corporation in which
the Corporation may hold stock and, at any such meeting, shall possess and may
exercise any and all of the rights and powers incident to the ownership of such
stock which, as the owner thereof, the Corporation might have possessed and
exercised, if present. The Board of Directors by resolution from time to time
may confer like powers upon any person or persons.

                                  ARTICLE  IX

                                  AMENDMENTS

     SECTION 9.1  AMENDMENT.  Except as otherwise expressly provided in the
Certificate of Incorporation, the directors, by the affirmative vote of a
majority of the entire Board of Directors and without the assent or vote of the
Stockholders, may at any meeting, provided the substance of the proposed
amendment shall have been stated in the notice of the meeting,  make, repeal,
alter, amend or rescind any of these Bylaws.  The Stockholders shall not make,
repeal, alter, amend or rescind any of the provisions of these Bylaws except by
the holders of not less than 80% of the total voting power of all shares of
stock of the Corporation entitled to vote in the election of directors,
considered for purposes of this Article IX as one class.

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