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                                                                     EXHIBIT 3.2






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                                    BYLAWS


                                      OF


                           REUNION INDUSTRIES, INC.


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                               TABLE OF CONTENTS

<TABLE>
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<S>                                                        <C>
                                        
     1.1  Registered Office..............................  1
     1.2  Other Offices..................................  1

                             ARTICLE II

                       STOCKHOLDERS MEETINGS

     2.1  Place of Meetings..............................  1
     2.2  Annual Meetings................................  1
     2.3  Special Meetings...............................  1
     2.4  Notice of Meetings.............................  2
     2.5  Waiver of Notice...............................  2
     2.6  Notice of Adjournments.........................  2
     2.7  Quorum                                           2
     2.8  Stockholders Entitled to Vote..................  3
     2.9  Stockholders May Vote in Person or by Proxy....  3
     2.10 Elections of Directors; No Cumulative Voting...  3
     2.11 Voting.........................................  4
     2.12 Voting List....................................  4
     2.13 Inspectors of Election.........................  4
     2.14 Informal Action by Stockholders................  4

                            ARTICLE III

                             DIRECTORS

     3.1  Number and Term of Office......................  5
     3.2  Vacancies......................................  5
     3.3  Place of Meetings..............................  5
     3.4  First Meeting..................................  5
     3.5  Regular Meetings...............................  6
     3.6  Special Meetings...............................  6
     3.7  Notice of Meetings.............................  6
     3.8  Waiver of Notice...............................  6
     3.9  Quorum.........................................  6
     3.10 Adjournment....................................  7
     3.11 Informal Action................................  7
     3.12 General Powers.................................  7
</TABLE> 
                                     (i) 
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<TABLE>
<S>                                                       <C>
     3.13 Committees.....................................  7
     3.14 Compensation of Directors......................  8
     3.15 Removal of Directors...........................  8
     3.16 Directors' Liability...........................  8

                             ARTICLE IV

                              OFFICERS
     4.1  Executive Officers.............................  8
     4.2  Agents or Employees............................  9
     4.3  Salaries.......................................  9
     4.4  Removal of Officers, Agents or Employees.......  9
     4.5  Chairman of the Board and President; Powers and 
           Duties........................................  9
     4.6  Vice President: Powers and Duties.............. 10
     4.7  Secretary: Powers and Duties................... 10
     4.8  Treasurer; Powers and Duties................... 10
     4.9  Delegation of Officer's Duties................. 10

                              ARTICLE V

                       SHARES OF CAPITAL STOCK

     5.1  Certificates of Shares......................... 11
     5.2  Registered Stockholders........................ 11
     5.3  Transfer of Shares............................. 11
     5.4  Restriction on Transfer........................ 11
     5.5  Replacement of Certificates.................... 12

                              ARTICLE VI

                             RECORD DATE

     6.1  Directors May Fix Record Date.................. 12

                             ARTICLE VII

                    DIVIDENDS AND WORKING CAPITAL

     7.1  Dividends...................................... 12
     7.2  Reserve Fund................................... 12
</TABLE> 

                                     (ii)
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<TABLE>
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<S>                                                      <C>

                                 ARTICLE VIII

                            MISCELLANEOUS PROVISIONS

     8.1  Corporate Records.............................. 13
     8.2  Execution of Written Instruments............... 13
     8.3  Telecommunications............................. 13
     8.4  Corporate Seal................................. 13

                              ARTICLE IX

                           INDEMNIFICATION

     9.1  Indemnification: Actions by Third Parties...... 14
     9.2  Indemnification: Actions by or in the Right of 
           the Corporation............................... 14
     9.3  Advances....................................... 14
     9.4  Non-exclusivity................................ 14
     9.5  Insurance...................................... 15

                              ARTICLE X

                        AMENDMENTS OF BY-LAWS

     10.1  Amendments.................................... 15
</TABLE> 

                                     (iii)
<PAGE>
 
                                     BYLAWS
                                       OF
                           REUNION INDUSTRIES, INC.,
                             A DELAWARE CORPORATION


                                   ARTICLE I

                                    OFFICES

          SECTION 1.1  Registered Office.  The registered office of Reunion
Industries, Inc., a Delaware corporation (the "Corporation"), in Delaware shall
be Corporation Trust Center, 1209 Orange Street, in the City of Wilmington,
County of New Castle.  The name of the Corporation's registered agent at such
address is The Corporation Trust Company.

          SECTION 1.2 Other Offices. The Corporation may also have offices at
such other places, both within or without the State of Delaware, as the Board of
Directors may from time to time appoint or as the business of the Corporation
may require.

                                   ARTICLE II

                             STOCKHOLDERS MEETINGS

          SECTION 2.1  Place of Meetings.  All meetings of the Stockholders
shall be held at the registered office of the Corporation or at such other
place, within or without the State of Delaware, as the Board of Directors may
from time to time determine.

          SECTION 2.2  Annual Meetings.  An annual meeting of the Stockholders
shall be held each year at such time and on such date as shall be designated by
resolution of the Board of Directors for the election of Directors and the
transaction of such other business as may properly be brought before the
meeting; provided, however, that each successive annual meeting shall be held on
a date within thirteen months after the date of the preceding annual meeting.

          SECTION 2.3  Special Meetings.  Special meetings of the Stockholders
may be called at any time by the President, or a majority of the Board of
Directors, or the holder or holders of not less than one-fifth of all the shares
of capital stock of the Corporation outstanding and entitled to vote at the
particular meeting.  If called by the Stockholders, such request shall be in
writing delivered to the Secretary of the Corporation and shall state the time,
place and purpose or purposes of the meeting.  On the written request of any
person or persons who have duly called a special meeting, it shall be the duty
of the Secretary to call such meeting to be held not less than ten days nor more
than sixty days after receipt of such notice.  If the Secretary shall neglect or
refuse to issue such call, the person or persons making the request may do so.
<PAGE>
 
          SECTION 2.4  Notice of Meetings.  Written notice of every meeting of
the Stockholders shall be given by or at the direction of the person or persons
authorized to call the meeting, to each stockholder of record entitled to vote
at the meeting, at least ten days prior to the date named for the meeting,
unless a greater period of notice is required by law in a particular case.  Such
notice need not be given to Stockholders not entitled to vote at the meeting
unless such stockholders are entitled by law to such notice in a particular
case.  Notice shall be deemed to have been properly given to a stockholder when
delivered to him personally, or when deposited in the United States mail with
first class postage prepaid, and directed to his address appearing on the books
of the Corporation or supplied by him to the Corporation for the purpose of
notice; and a certificate or affidavit by the Secretary or an Assistant
Secretary or a transfer agent shall be prima facie evidence of the giving of any
notice required by these Bylaws.  Such notice shall specify the place, day and
hour of the meeting, and shall state the nature of the business to be transacted
if required by law and to the extent required by law.

          SECTION 2.5  Waiver of Notice.  Whenever any written notice is
required to be given to a stockholder under the provisions of applicable law, by
the Certificate of Incorporation, or by these Bylaws, a waiver thereof in
writing, signed by him either before or after the time stated herein, and
whether before or after the meeting, shall be deemed equivalent of due notice.
Unless otherwise required by the Certificate of Incorporation or these Bylaws
and except in the case of a special meeting, neither the business to be
transacted at the meeting, nor the purpose of the meeting, need be specified in
the waiver of notice of such meeting.  Attendance of any person, either in
person or by proxy, at any meeting shall constitute a waiver of notice of such
meeting, except when a person entitled to notice attends the meeting for the
express purpose of objecting to the transaction of any business because the
meeting was not lawfully called or convened.

          SECTION 2.6  Notice of Adjournments.  On adjournment of an annual or
special meeting of Stockholders, it shall not be necessary to give any notice of
the adjourned meeting or of the business to be transacted thereat, other than by
announcement at the meeting at which such adjournment is taken.  At any
adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting
originally called.

          SECTION 2.7  Quorum.  The presence, in person (including participation
by telephone or similar communication as provided in Section 8.3) or by proxy,
of the Stockholders entitled to cast at least a majority of the votes which all
Stockholders are entitled to cast on the particular matter shall constitute a
quorum for the purpose of considering such matter at any meeting of the
Stockholders for the election of Directors or for the transaction of other
business, except as otherwise provided by law or these Bylaws.  The Stockholders
present at a duly-organized meeting can continue to do business until
adjournment, notwithstanding the withdrawal of enough Stockholders to leave less
than a

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quorum.  If, however, any meeting of Stockholders cannot be organized because a
quorum has not attended, the Stockholders entitled to vote thereat, present in
person or by proxy, shall have the power to adjourn the meeting to such time and
place as they may determine, until such time as a quorum shall be present in
person or by proxy.

          SECTION 2.8  Stockholders Entitled to Vote.  Subject to the provision
of this section and except as may be otherwise provided by law or by the
Certificate of Incorporation, every shareholder shall have the right at every
Stockholders' meeting to cast one vote for every share having voting power
standing in his name on the books of the Corporation; and if, by law or by
Certificate of Incorporation, holders of shares not having the right to vote
shall be entitled to vote at a particular meeting by reason of the particular
business involved, every such holder of shares without voting power shall,
subject to the Certificate of Incorporation, be entitled to one vote for every
share standing in his name on the books of the Corporation.  In the event the
Board of Directors shall fix a time, not less than ten or more than sixty 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 any such
meeting, only such Stockholders as shall be Stockholders of record on the date
so fixed shall be entitled to notice of, or to vote at, such meeting
notwithstanding any transfer of shares on the books of the Corporation after
such record date.  If a record date shall not be fixed by the Board of Directors
for a particular Stockholders' meeting, transferees of shares which are
transferred on the books of the Corporation within ten days next preceding the
date of such meeting shall not be entitled to notice of or to vote at such
meeting.

          SECTION 2.9  Stockholders May Vote in Person or by Proxy. Every
stockholder entitled to vote may vote either in person or by proxy.  Every proxy
shall be executed in writing by a stockholder, or by his duly-authorized
attorney-in-fact and filed with the Secretary of the Corporation before or at
time of meeting.  A proxy, unless coupled with an interest, shall be revocable
at will, notwithstanding any other agreement or any provision in the proxy to
the contrary, but the revocation of a proxy shall not be effective until notice
thereof has been given to the Secretary of the Corporation.  No unrevoked proxy
shall be valid after eleven months from the date of its execution, unless a
longer time is expressly provided therein, but in no event shall a proxy, unless
coupled with an interest, be voted on after three years from the date of its
execution.  A proxy shall not be revoked by the death or incapacity of the maker
unless, before the vote is counted or the authority is exercised, written notice
of such death or incapacity is given to the Secretary of the Corporation.

          SECTION 2.10  Elections of Directors; No Cumulative Voting.  Elections
for Directors need not be by ballot except on demand made by a stockholder at
the election and before the voting begins there shall be no cumulative voting
and Directors shall be elected by a plurality of the votes cast, in person or by
proxy, at a meeting of Stockholders by the holders of shares entitled to vote
therein.

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          SECTION 2.11  Voting.  When a quorum exists at any meeting, and unless
otherwise provided by law, the Certificate of Incorporation or these Bylaws, the
acts of the Stockholders present, in person or by proxy, entitled to cast at
least a majority of the votes which all Stockholders present are entitled to
cast shall be the acts of the Stockholders.

          SECTION 2.12  Voting List.  The officer or agent having charge of the
transfer books for shares of the Corporation shall make, at least ten days
before each meeting of Stockholders, a complete list of the Stockholders
entitled to vote at the meeting arranged in alphabetical order, with the address
of and the number of shares held by each, which list shall be kept on file at
the registered office of the Corporation, and shall be subject to inspection by
any stockholder 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 during the whole time of the
meeting.

          SECTION 2.13  Inspectors of Election.  In advance of any meeting of
Stockholders, the Board of Directors shall appoint Inspectors of Election, who
may, but need not be, Stockholders to act at such meeting or any adjournment
thereof.  If Inspectors of Election are not so appointed, the Chairman of any
such meeting shall make such appointment at the meeting.  The number of
Inspectors shall be one or three.  No person who is a candidate for office shall
act as an Inspector.  In case any person appointed as an Inspector fails to
appear or fails or refuses to act, the vacancy may be filled by appointment made
by the Board of Directors in advance of the convening of the meeting, or at the
meeting by the person acting as Chairman.  The Inspectors of Election determine
(i) the number of shares outstanding and the voting power of each, (ii) the
shares represented at the meeting and the validity of proxies and ballots, (iii)
the count of all votes and ballots and (iv) a record of the disposition to any
challenges to any determination made by the Inspectors.  The Inspectors shall
also certify their determination of the number of shares represented at the
meeting and their count of all votes and ballots cast.  They shall make a
written report of any matter determined by them and execute a certificate of any
fact found by them.  If there be three Inspectors of Election, the decision, act
or certificate of a majority shall be effective in all respects as the decision,
act, or certificate of all.

          SECTION 2.14  Informal Action by Stockholders.  Except as may be
otherwise provided by law or by the Certificate of Incorporation,
notwithstanding anything to the contrary contained in these Bylaws, any action
which may be taken at a meeting of the Stockholders may be taken without a
meeting, if a consent in writing, setting forth the action so taken, shall (A)
be signed by Stockholders with a number of outstanding shares having not less
than the minimum number of votes necessary to authorize or take the action at a
meeting at which all shares entitled to vote thereon were present and voted and
(B) be filed with the Secretary of the Corporation.

                                       4
<PAGE>
 
                                 ARTICLE III

                                   DIRECTORS

          SECTION 3.1  Number and Term of Office.  The business and affairs of
the Corporation shall be managed by a Board of not less than three nor more than
twelve Directors who shall be natural persons of full age.  Initially, the
number of Directors shall be four, and thereafter, it shall be such number as
shall have been last specified by resolution (if any) of the Board of Directors.
Directors need not be residents of Delaware or Stockholders of the Corporation.
At each annual meeting, the Directors shall be elected by the Stockholders to
serve for the term of one year until their respective successors shall be
elected and shall qualify.

          SECTION 3.2  Vacancies.  Vacancies in the Board of Directors, whether
or not caused by an increase in the number of Directors, may be filled by a
majority of the remaining members of the Board though 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 remaining Directors though less than a quorum or by a sole
remaining director.  Each person so elected shall be a director until his
successor is elected by the Stockholders, who may make such election at the next
annual meeting of the Stockholders or at any special meeting duly called for
that purpose and held prior thereto.

          SECTION 3.3  Place of Meetings.  The meetings of the Board of
Directors may be held at such places, within or without the State of Delaware,
as a majority of the Directors may from time to time by resolution determine, or
as may be designated in the notice or waiver of notice of a particular meeting;
in the absence of specification, such meetings shall be held at the registered
office of the Corporation.

          SECTION 3.4  First Meeting. The first meeting of each newly elected
Board of Directors shall be held immediately after the annual meeting of the
Stockholders at the same location as the Stockholders' meeting for the purpose
of organization, the election of officers and the transaction of other business,
or such meeting may convene at such other time and place as may be fixed by
resolution of the Stockholders adopted at the meeting at which the Directors
were elected or by the written consent of all the Directors.  If such meeting is
held immediately after the Stockholders' meeting at which the Directors were
elected, each director shall have received at least two days' written notice of
the proposed meeting or shall have signed a written waiver of such notice.

          SECTION 3.5  Regular Meetings.  Regular meetings of the Board of
Directors may be held at such times as the Board may by resolution determine.
If any day fixed for a

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regular meeting shall be a legal holiday, then the meeting shall be held at the
same hour and place on the next succeeding secular day.

          SECTION 3.6  Special Meetings.  Special meetings of the Board of
Directors may be called at any time by the Chairman of the Board or the
President, and shall be called on the written request of any two or more
Directors delivered to the Secretary.  Any such request by Directors shall state
the time and place of the proposed meeting, and on receipt of such request, it
shall be the duty of the Secretary to promptly call such meeting.  If the
Secretary shall neglect to issue such call, the Directors making the request may
issue the call.

          SECTION 3.7  Notice of Meetings.  Regular meetings of the Board of
Directors may be held without notice.  If such meeting is to be held at other
than the usual time and place, written notice of such meeting shall be given in
the manner described herein.  Notice of all special meetings shall be given by
mailing the same by overnight mail at least forty-eight hours, or by
telegraphing or telephoning the same, or by giving personal notice thereof at
least forty-eight hours before the time named for such meeting.  Any written
notice herein required may be given to a director either personally, or by
sending a copy thereof through the mail, or by telegram, charges prepaid, to his
address appearing on the books of the Corporation or supplied by him to the
Corporation for the purpose of notice.  If the notice is sent by mail or by
telegraph, it shall be deemed to have been given to the person entitled thereto
when deposited in the United States mail or the telegraph office for
transmission to such person.  Such notice shall specify the place, date and hour
of the meeting, and shall also state the nature of the business to be transacted
at the meeting if and to the extent required by law.

          SECTION 3.8  Waiver of Notice.  Whenever any written notice is
required by law or the Certificate of Incorporation or these Bylaws to be given
to a director, a waiver thereof in writing, signed by him either before or after
the time stated therein, and whether before or after the meeting, shall be
deemed equivalent to notice.  Attendance of any director at any meeting shall
constitute a waiver of notice of such meeting, except when such director attends
the meeting for the express purpose of objecting to the transaction of any
business because the meeting was not lawfully called or convened.

          SECTION 3.9  Quorum.  At all meetings of the Board, a majority of the
total Directors in office shall constitute a quorum for the transaction of
business, and the acts of a majority of the Directors present (including
participants by telephone or similar communication as provided in Section 8.3)
at a meeting at which a quorum is present shall be the acts of the Board of
Directors, except as may otherwise be specifically provided by law, by the
Certificate of Incorporation or by these Bylaws.

          SECTION 3.10  Adjournment.  Adjournment or adjournments of any regular
or special meetings may be taken, and it shall not be necessary to give any
notice of the

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adjourned meeting or of the business to be transacted thereat other than by
announcement at the meeting at which such adjournment is taken.  At any
adjourned meeting at which a quorum shall be present, any business may be
transacted which might have been transacted at the original meeting.

          SECTION 3.11  Informal Action.  Notwithstanding anything to the
contrary contained in these Bylaws, any action which may be taken at a meeting
of the Directors or by the members of a committee duly appointed by the Board of
Directors may be taken without a meeting, if a written consent setting forth the
action so taken shall be signed by all of the Directors or the members of the
committee, as the case may be, and shall be filed with the Secretary of the
Corporation.

          SECTION 3.12  General Powers.  The Board of Directors may exercise all
such powers of the Corporation and do all such lawful acts and things as are not
by statute, by the Certificate of Incorporation or by these Bylaws, directed or
required to be exercised and done by the Stockholders.  Without limiting the
generality of the foregoing, the powers of the Board shall include the power to
authorize increases in the Corporation's indebtedness and to mortgage and pledge
its assets.

          SECTION 3.13  Committees.  The Board of Directors may, by resolution
adopted by a majority of the whole Board, designate one or more of its members
to constitute an executive committee which to the extent provided in such
resolution, shall have and exercise the authority of the Board of Directors in
the management of the business of the Corporation and may authorize the seal of
the Corporation to be affixed to all papers that may require it; provided,
however, that no such committee shall have the power to amend the Certificate of
Incorporation (except that a committee may, to the extent authorized by the
resolutions providing for the issuance of shares of stock adopted by the Board
of Directors as provided by the Delaware General Corporation Law (the "DGCL"),
fix any of the preferences or rights of the shares), adopt an agreement of
merger or consolidation, recommend the sale of all or substantially all the
Corporation's assets or property to the Stockholders, recommend a dissolution of
the Corporation or a revocation of dissolution to the Stockholders, or amend
these Bylaws and provided further that, unless the resolution expressly so
provides, no such committee shall have the power or authority to declare a
dividend or to authorize the issuance of stock.  Each committee shall keep
regular minutes of its proceedings and report the same to the Board at each
regular meeting of the Board.

          The Board of Directors may designate one or more Directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of such committee.  Unless an alternate has been
designated and is present at the meeting, in the absence or disqualification of
a member of the committee, the members thereof present at any meeting and not
disqualified from voting, whether or not they constitute a quorum, may
unanimously appoint another member of the Board of Directors to

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act at the meeting in place of any such absent or disqualified member.
Vacancies in the membership of the committees shall be filled by the Board of
Directors at a regular or special meeting of the Board.

          SECTION 3.14  Compensation of Directors.  Directors may receive such
reasonable compensation for their services as shall be provided by a resolution
adopted by a majority of the Board  of Directors.

          SECTION 3.15  Removal of Directors.  A director or the entire Board of
Directors may be removed, with or without cause, by the affirmative vote of the
holders of a majority of the shares of the Corporation entitled to vote in the
election of Directors.  At the meeting at which such director(s) are removed,
the Stockholders may elect new director(s), in accordance with the provisions of
these Bylaws to fill a vacancy or vacancies caused by the removal of such
director(s).  In case any vacancy so created shall not be filled by the
Stockholders at such meeting, such vacancy may be filled by the Directors so
provided in Section 3.2.

          SECTION 3.16  Directors' Liability. To the fullest extent permitted by
the DGCL, now in effect and as amended from time to time, a director of the
Corporation shall not be personally liable to the Corporation or its
Stockholders for monetary damages for breach of a fiduciary duty as a director,
provided that this section shall not eliminate or limit the liability of a
director for (a) any breach of the director's duty of loyalty to the Corporation
or its Stockholders, (b) acts or omissions not in good faith, (c) unlawful
payments of dividends or unlawful stock repurchases or redemptions as provided
in Section 174 of the DGCL or (d) any transaction from which the director
derived an improper personal benefit.

                                   ARTICLE IV

                                    OFFICERS

          SECTION 4.1  Executive Officers.  The executive officers of the
Corporation shall be elected annually by the Board of Directors and shall be a
Chairman of the Board, a President, a Secretary and a Treasurer.  One or more
additional Vice Presidents, and such other officers and assistant officers also
may be elected or appointed as the Board of Directors may authorize from time to
time.  Any number of offices may held by the same person, except that the
President shall not also hold the office of Secretary.  In addition to the
powers and duties prescribed by these Bylaws, the officers and assistant
officers shall have such authority and shall perform such duties as from time to
time shall be prescribed by the Board.  The officers and assistant officers of
the Corporation shall hold office until their successors are chosen and have
qualified, unless they are sooner removed from office as provided by these
Bylaws.  The Board of Directors may add to the title of any officer or

                                       8
<PAGE>
 
assistant officer a word or words descriptive of his powers or the general
character of his duties.  If the office of any officer or assistant officer
becomes vacant for any reason, the vacancy shall be filled by the Board of
Directors.

          SECTION 4.2  Agents or Employees.  The Board of Directors may by
resolution designate the officer or officers who shall have authority to appoint
such agents or employees as the needs of the Corporation require.  In the
absence of such designation, this function may be performed by the Chairman of
the Board or the President and may be delegated by him to others in whole or in
part.

          SECTION 4.3  Salaries.  The salaries of all officers of the
Corporation shall be fixed by the Board of Directors or by authority conferred
by resolution of the Board.  The Board may fix the salaries or other
compensation of assistant officers, agents and employees of the Corporation, but
in the absence of such action, this function shall be performed by the Chairman
of the Board or the President or by others under their supervision.

          SECTION 4.4  Removal of Officers, Agents or Employees.  Any  officer,
agent or employee of the Corporation may be removed or his authority revoked by
resolution of the Board of Directors whenever, in its judgment, the best
interests of the Corporation will be served thereby, if such removal or
revocation shall be without prejudice to the rights, if any, of the person so
removed to receive compensation or other benefits in accordance with the terms
of existing contracts.  Any agent or employee of the Corporation likewise may be
removed by the Chairman of the Board or the President or, subject to their
supervision, by the person having authority with respect to the appointment of
such agent or employee.

          SECTION 4.5  Chairman of the Board and President; Powers and Duties.

          (a) The Chairman of the Board shall, if present, preside at all
meetings of the Board of Directors and exercise and perform such other powers
and duties as may from time to time be assigned to him by the Board of Directors
or prescribed by these Bylaws.

          (b) Subject to such supervisory powers, if any, as may be given by the
Board of Directors to the Chairman of the Board, if there be such an officer,
the President shall be the Chief Executive Officer of the Corporation and shall,
subject to the control of the Board of Directors, have general supervision,
direction and control of the business and officers of the Corporation.  He shall
preside at all meetings of the Stockholders and in the absence of the Chairman
of the Board, or if there be none, at all meetings of the Board of Directors.
He shall be ex officio member of all the standing committees, including the
executive committee, if any, and shall have the general powers and duties of
management usually vested in the office of president of a corporation, and shall
have such other powers and duties as may be prescribed by the Board of Directors
or these Bylaws.

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          SECTION 4.6  Vice President: Powers and Duties.  The Vice President
shall, in the absence or disability of the President, perform the duties and
exercise the powers of the President; and if there be more than one Vice
President, their seniority in performing such duties and exercising such powers
shall be determined by the Board of Directors or, in default of such
determination, by the order in which they were first elected.  Each Vice
President also shall have such powers and perform such duties as may be assigned
to him by the Board.

          SECTION 4.7  Secretary: Powers and Duties.  The Secretary shall attend
all meetings of the Board and all meetings of the Stockholders and act as clerk
thereof and record all the votes and minutes thereof in books to be kept for
that purpose; and shall perform like duties for the executive committee of the
Board of Directors when required.  He shall give, or cause to be given notice of
all meetings of the Stockholders and of the Board of Directors, and shall
perform such other duties as may be prescribed by the Board, the Chairman or the
President.  He shall keep in custody the corporate seal of the Corporation, and
may affix the same to any instrument requiring it and attest the same.  The
Secretary shall enforce the restriction on the transfer of the Corporation's
capital stock set forth in Article 5 of these Bylaws.  In connection therewith,
the Secretary shall supervise the Corporation's transfer agent and/or registrar:

          SECTION 4.8  Treasurer; Powers and Duties.  The Treasurer shall be the
chief financial officer and shall cause full and accurate accounts of receipts
and disbursements to be kept in books belonging to the Corporation.  He shall
see to the deposit of all monies and other valuable effects in the name and to
the credit of the Corporation in such depository or depositories as may be
designated by the Board of Directors, subject to the disbursement or deposition
on orders signed in such manner as the Board of Directors shall prescribe.  He
shall render to the Chairman of the Board and to the Directors, at the regular
meetings of the Board or whenever the Chairman of the Board or the Board may
require it, an account of all his transactions as Treasurer and of the results
of operations and financial condition of the Corporation.  If required by the
Board, the Treasurer shall give the Corporation a bond in such sum and with such
surety or sureties as may be satisfactory to the Board for the faithful
discharge 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, records, money and other property of whatever kind in his
possession or under his control belonging to the Corporation.

          SECTION 4.9  Delegation of Officer's Duties.  Any officer may delegate
duties to his assist (if any) appointed by the Board; and in case of the absence
of any officer or assistant officer of the Corporation, or for any other reason
that the Board of Directors may deem sufficient, the Board may delegate or
authorize the delegation of his powers or duties, for the time being, to any
person.

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                                 ARTICLE V

                            SHARES OF CAPITAL STOCK

          SECTION 5.1  Certificates of Shares.  Subject to requirements
prescribed by law and the Certificate of Incorporation of the Corporation, the
share certificates of the Corporation shall be in such form as shall be approved
by the Board of Directors.  All certificates representing shares shall be
registered in the share register as they are issued, and those of the same class
or series shall be consecutively numbered.  Every share certificate shall bear
the signature of the Chairman of the Board or the President or Vice President
and of the Secretary or an Assistant Secretary or the Treasurer, and shall be
sealed with the corporate seal.  Whenever a certificate is countersigned by a
transfer agent, one or both of the officers' or assistant officers' signatures
and the seal may be in facsimile engraved or printed.  In case any officer or
assistant officer whose signature appears on any share certificate shall have
ceased to be such because of death, resignation or otherwise, before the
certificate is issued, it may be issued by the Corporation with the same effect
as if he had not ceased to be such at the date of its issue.

          SECTION 5.2  Registered Stockholders.  The Corporation shall be
entitled to treat the registered holder of any share or shares as the holder
thereof in fact and law and shall not be bound to recognize any equitable or
other claim to, or interest in, such shares on the part of any other person,
whether or not it shall have express or other notice thereof, save as otherwise
expressly provided by law.

          SECTION 5.3  Transfer of Shares.  Shares of the Corporation shall be
transferred only on the books of the Corporation upon the surrender to the
Corporation or its transfer agent of the share certificate or certificates
therefor, duly endorsed by the person named therein or accompanied by proper
evidence of succession, assignment or authority to transfer such shares;
provided no transfers of shares shall be made while the books of the Corporation
are closed against transfers as hereinafter provided in these ByLaws.  On
transfer, the surrendered certificate or certificates shall be cancelled, a new
certificate or certificates shall be issued to the person entitled thereto, and
the transaction shall be recorded on the books of the Corporation.

          SECTION 5.4  Restriction on Transfer.  Transfers of shares may be
restricted in any lawful manner by law, by the Certificate of Incorporation or
by contract if a copy of the contract is filed with the Corporation, provided
that notice of the restrictions shall be typed or printed conspicuously on the
share certificate.

          SECTION 5.5  Replacement of Certificates.  The Board of Directors may
direct a new share certificate to be issued in place of any share certificate
theretofore issued by the Corporation and claimed to have been lost, destroyed
or mutilated, on the claimant's

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furnishing an affidavit of the facts and, if required by the Board of Directors,
a bond of indemnity in such amount or in open penalty and in such form, with
such surety thereon, as the Board may approve for the protection of the
Corporation and its officers and agents.

                                   ARTICLE VI

                                  RECORD DATE

          SECTION 6.1  Directors May Fix Record Date.  The Board of Directors
may fix a time not less than ten nor more than sixty days prior to (a) the date
of any meeting of the Stockholders, or (b) the date fixed for payment of any
dividend or distribution or for the allotment of rights, or (c) the date when
any change or conversion or exchange of shares will be made or go into effect,
as a record date for the determination of the Stockholders entitled to notice
of, or to vote at, any such meeting, entitled to receive any such dividend,
distribution or allotment of rights or to exercise the rights in respect to any
such change, conversion or exchange of shares.  In any such case, only the
Stockholders who are Stockholders of record on the date so fixed shall be
entitled to notice of and to vote at such meeting, to receive such dividend,
distribution or allotment of rights or to exercise such rights, as the case may
be, notwithstanding any transfer of shares on the books of the Corporation after
the record date so fixed.  The Board of Directors may close the books of the
Corporation against the transfer of shares during the whole or any part of such
period; and in any such case, appropriate notice of such closing shall be given
to each Stockholder of record at the latest address appearing on the stock
records of the Corporation or supplied by such Stockholder to the Corporation
for the purpose of such notice.

                                  ARTICLE VII

                         DIVIDENDS AND WORKING CAPITAL

          SECTION 7.1  Dividends.  Subject to the limitations prescribed by law
and the provisions of the Certificate of Incorporation relating thereto, the
Board of Directors, at any regular or special meeting, may declare dividends on
the outstanding shares of the Corporation out of assets legally available for
such dividends to such extent as the Board may deem advisable.  Dividends may be
paid in cash, in property, or in shares of capital stock of the Corporation.

          SECTION 7.2  Reserve Fund.  Before payment of any dividend, there may
be set aside out of earned surplus of the Corporation such sum or sums as the
Board of Directors may, from time to time, in its absolute discretion, deem
proper as a reserve fund to meet contingencies or for such other purposes as the
Board shall deem conducive to the interests of the Corporation, and the Board
may vary or abolish any such reserve fund in its absolute discretion.

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                                 ARTICLE VIII

                            MISCELLANEOUS PROVISIONS

          SECTION 8.1  Corporate Records.  The Corporation shall keep at its
registered office or principal place of business an original or duplicate record
of the proceedings of the Stockholders and of the Directors and the original or
copy of its Bylaws, including all amendments and alterations thereto to date,
certified by the Secretary of the Corporation, and shall keep at its registered
office or principal place of business or at the office of a transfer agent
within the State of Delaware an original or duplicate share register giving the
names of the Stockholders and showing their respective addresses, the number and
classes of shares held by each, the numbers and dates of the certificates issued
thereto, and the numbers and dates of cancellation of all certificates
surrendered for cancellation.  The Corporation shall keep at its registered
office or at its principal place of business complete and accurate books or
records of account.

          SECTION 8.2  Execution of Written Instruments.  All contracts, deeds,
mortgages, obligations, documents and instruments, whether or not required by
seal, may be executed by the Chairman of the Board or the President or a Vice
President and attested by the Secretary or the Treasurer or an Assistant
Secretary or Assistant Treasurer, or may be executed or attested, or both, by
such other person or persons as may be specifically designated by resolution of
the Board of Directors.  All checks, notes, drafts and orders for the payment of
money shall be signed by such one or more officers or agents as the Board of
Directors may from time to time designate.

          SECTION 8.3  Telecommunications.  One or more Directors or
Stockholders may participate in a meeting of the Board, a committee of the Board
or the Stockholders by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other.

          SECTION 8.4  Corporate Seal.  The corporate seal shall have inscribed
thereon the name of the Corporation, the year of its incorporation and the words
"Corporate Seal of Delaware."  Such 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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                                 ARTICLE IX

                                INDEMNIFICATION

          SECTION 9.1  Indemnification: Actions by Third Parties.  The
Corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil or criminal, administrative or investigative (other
than an action by or in the right of the Corporation) because he is or was a
director, officer, employee or agent of the Corporation or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit, or proceeding, except when the act or failure to act giving rise
to the claim for indemnification is determined by a court to have constituted
willful misconduct or recklessness.

          SECTION 9.2  Indemnification: Actions by or in the Right of the
Corporation.  The Corporation shall indemnify any person who was or is a party,
or is threatened to be made a party, to any threatened, pending or completed
action or suit by or in the right of the Corporation to procure judgment in its
favor because he is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit, except when the act or failure to act giving rise to the claim for
indemnification is determined by a court to have constituted willful misconduct
or recklessness.

          SECTION 9.3  Advances.  Expenses incurred by a director, employee, or
agent of the Corporation or a person who is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise in defending a civil or
criminal action, suit or proceeding shall be paid by the Corporation in advance
of the final disposition of such action, suit or proceeding on receipt of an
undertaking by or on behalf of such person to repay such amount, if it is
ultimately determined that the person is not entitled to indemnification by the
Corporation.

          SECTION 9.4  Non-exclusivity.  The indemnification and advancement of
expenses provided hereunder shall not be deemed exclusive of any rights to which
a person seeking indemnification or advancement of expenses may be entitled
under the DGCL, the Certificate of Incorporation, any agreement or vote of the
Stockholders or disinterested Directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.  The indemnification and advancement of expenses

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<PAGE>
 
provided hereunder 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; provided, however, that the
right to indemnification which any such person may have under any provision of
the Certificate of Incorporation or these Bylaws shall be limited to the
provisions thereof and hereof in effect at the time such person was acting as a
director, officer, employee or agent.

          SECTION 9.5  Insurance.  The Corporation may purchase and maintain
insurance at its expense for the benefit of any person who is or was a director,
officer, employee or agent of the Corporation against any expenses, liability or
loss asserted against or incurred by him, whether or not the Corporation would
have the power to indemnity such director, officer, employee or agent under the
DGCL or other applicable law.

          In addition, the Corporation may operate a fund of any nature to
secure its indemnification obligations.

                                   ARTICLE X

                             AMENDMENTS OF BY-LAWS

          SECTION 10.1  Amendments.  Except as otherwise provided by law, these
Bylaws may be altered, amended, supplemented or repealed by the affirmative vote
of a majority of the Board of Directors or by the affirmative vote of the
Stockholders holding at least a majority of the shares of capital stock entitled
to vote in the election of directors, at any regular or special meeting of the
Board or of the Stockholders, as the case may be, convened after notice of that
purpose.  Further, these Bylaws may be altered, amended, supplemented or
repealed by unanimous written consent of all of the Directors or written consent
of the Stockholders holding at least a majority of the shares entitled to vote
thereon, without a meeting.

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