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                                                                     EXHIBIT 3.2

                                     BYLAWS
                                       OF
                          THE NEIMAN MARCUS GROUP, INC.
                     (hereinafter called the "Corporation")
                      (As amended through January 21, 2002)

                               Article I. PREAMBLE

         These Bylaws shall be subject to all provisions of the General
Corporation Law of the State of Delaware ("GCL") and all of the provisions of
the Certificate of Incorporation.


                      Article II. MEETINGS OF STOCKHOLDERS

         Section 1. Place of Meetings. Meetings of the stockholders for the
election of directors or for any other purpose shall be held at such time and
place, either within or without the State of Delaware, as shall be designated
from time to time by the Board of Directors and stated in the notice of the
meeting or in a duly executed waiver of notice thereof.

         Section 2. Annual Meetings. The Annual Meeting of Stockholders shall be
held on such date and at such time as shall be designated from to time by the
Board of Directors and stated in the notice of the meeting, at which meeting the
stockholders shall elect directors in the manner provided in the Certificate of
Incorporation and in these Bylaws, and transact such other business as may
properly be brought before the meeting. Written notice of the Annual Meeting
stating the place, date and hour of the meeting shall be given to each
stockholder entitled to vote at such meeting not less than ten nor more than
sixty days before the date of the meeting.

         Section 3. Special Meetings. Unless otherwise prescribed by the
Certificate of Incorporation, Special Meetings of Stockholders, for any purpose
or purposes, may be called by the Chairman of the Board of Directors and shall
be called by such officer or the Secretary at the request in writing of a
majority of the Board of Directors. Such request shall state the purpose or
purposes of the proposed meeting. Written notice of a Special Meeting stating
the place, date and hour of the meeting and the purpose or purposes for which
the meeting is called shall be given to each stockholder entitled to vote at
such meeting not less than ten nor more than sixty days before the date of the
meeting.

         Section 4. Quorum. Except as otherwise provided by the GCL or by the
Certificate of Incorporation or these Bylaws, the holders of a majority of the
capital stock issued and outstanding and entitled to vote thereat, present in
person or represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business. If, however, such quorum shall not
be present or represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or represented by proxy, shall have
power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or represented. At
such adjourned meeting at



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which a quorum shall be present or represented, any business may be transacted
which might have been transacted at the meeting as originally noticed. If the
adjournment is for more than thirty days, or if after the adjournment a new
record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder entitled to vote at the meeting. Any
stock of the Corporation belonging to the Corporation at the time of any meeting
or any adjourned session thereof shall neither be entitled to vote nor counted
for quorum purposes provided, however, that this sentence shall not be construed
as limiting the right of the Corporation to vote its own stock held by it in a
fiduciary capacity.

         Section 5. Voting. Unless otherwise required by law, the Certificate of
Incorporation or these Bylaws, (a) any question brought before any meeting of
stockholders shall be decided by the vote of the holders of a majority of the
stock represented and entitled to vote thereat and (b) each stockholder
represented at a meeting of stockholders shall be entitled to cast one vote for
each share of the capital stock entitled to vote thereat held by such
stockholder. Such votes may be cast in person or by proxy but no proxy shall be
voted on or after three years from its date, unless such proxy provides for a
longer period. The Board of Directors, in its discretion, or the officer of the
Corporation presiding at a meeting of stockholders, in his discretion, may
require that any votes cast at such meeting shall be cast by written ballot.

         Section 6. Stock Ledger. The stock ledger of the Corporation shall be
the only evidence as to who are the stockholders entitled to examine the stock
ledger, the list of the stockholders entitled to vote at every meeting of
stockholders or the books of the Corporation, or to vote in person or by proxy
at any meeting of stockholders.

         Section 7. Business Brought Before Meetings. At any Annual Meeting of
Stockholders, only such business shall be conducted as shall have been brought
before the meeting (a) pursuant to the Corporation's notice of meeting, (b) by
or at the direction of the Board of Directors or (c) by a stockholder of the
Corporation who is a stockholder of record at the time of giving of the notice
provided for in this Section 2, who shall be entitled to vote at such meeting
and who complies with the notice procedures set forth in this Section 2. For
business to be properly brought before an Annual Meeting of Stockholders
pursuant to clause (c) above, the stockholder must have given written notice
thereof to, either by personal delivery or by United States mail, postage
prepaid, and such notice must have been received by, the Secretary of the
Corporation, not later than ninety days prior to the anniversary date of the
immediately preceding Annual Meeting. Such notice shall set forth: (a) the name
and address, as they appear on the Corporation's books, of the stockholder who
is proposing such business, and the name and address of the beneficial owner, if
any, on whose behalf the proposal is made; (b) the number and class of shares of
stock of the Corporation that are beneficially owned on the date of such notice
by the stockholder, or the beneficial owner on whose behalf the proposal is
made; (c) a representation that the stockholder is a holder of record of stock
of the Corporation entitled to vote at such meeting and intends to appear in
person or by proxy at the meeting to propose such business; (d) a description of
the business desired to be brought before the meeting and the reasons for
conducting such business at the meeting, (e) any material interest of such
stockholder of record and the beneficial owner, if any, on whose behalf the
proposal is made, in such business and (f) a statement as to whether such
stockholder of record, and the beneficial owner, if any, intend to solicit
proxies in



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support of such proposal. The presiding officer of the meeting shall determine
and declare to the meeting whether or not such business was properly brought
before the meeting in accordance with the procedures prescribed by these Bylaws,
and at such officer's discretion, may declare such business not properly brought
before the meeting and shall not recognize the bringing of such business.

         At any Special Meeting of Stockholders, only such business shall be
conducted as shall have been brought before the meeting pursuant to the
Corporation's notice of Special Meeting.


                             Article III. DIRECTORS

         Section 1. Number and Election of Directors. Except as otherwise fixed
pursuant to Article Fourth of the Certificate of Incorporation relating to the
rights of the holders of any one or more classes or series of Preferred Stock
issued by the Corporation acting separately by class or series, to elect, under
specified circumstances, directors at an annual or special meeting of
stockholders, the Board of Directors shall consist of not less than six nor more
than twelve persons, the exact number to be fixed from time to time exclusively
by the Board of Directors pursuant to a resolution adopted by a majority of the
Board of Directors. Except as provided in the Certificate of Incorporation or
Section 2 of this Article, directors shall be elected by a plurality of the
votes cast at Annual Meetings of Stockholders by the stockholders entitled to
vote for the election of directors (or for the election of directors of a given
class, as applicable), and each director so elected shall hold office until the
annual meeting for the year in which his term expires and until a director of
the same class succeeding such director is duly elected and qualified, or until
his earlier resignation or removal. Any director may resign at any time upon
notice to the Corporation. Directors need not be stockholders.

         Section 2. Vacancies. Except as otherwise fixed pursuant to the
provisions of Article Fourth of the Certificate of Incorporation relating to the
rights of the holders of any one or more classes or series of Preferred Stock
issued by the Corporation, acting separately by class or series, to elect, under
specified circumstances, directors at an annual or special meeting of
stockholders, and except as otherwise provided pursuant to the provisions of
Article Ninth thereof, relating to the power of the Board of Directors to fill
newly created directorships and vacancies in the Board of Directors, any vacancy
in the office of a director created by the death, resignation, retirement,
disqualification, removal from office of a director or other cause, elected by
(or appointed on behalf of) the holders of the Class B Common Stock, par value
$.01 per share, of the Corporation (the "Class B Common Stock") on the one hand,
or the holders of the Class A Common Stock, par value $.01 per share, of the
Corporation (the "Class A Common Stock"), and the Class C Common Stock, par
value $.01 per share, of the Corporation (the "Class C Common Stock"), on the
other hand, as the case may be, shall be filled by the vote of the majority of
the directors (or the sole remaining director) elected by (or appointed on
behalf of) such holders of Class B Common Stock, on the one hand, or Class A
Common Stock and Class C Common Stock, on the other hand (or on behalf of whom
that director was appointed), as the case may be, unless there are no such
directors in such Class,



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in which case such vacancy shall be filled by the stockholders of such Class, or
the Special Voting Rights (as defined in Section 2(e)(ii) of Article Fourth of
the Certificate of Incorporation) have been eliminated in accordance with
Section (2)(e)(ii) of Article Fourth of the Certificate of Incorporation, in
which case such vacancy shall be filled by the vote of the majority of the
directors (or the sole remaining director), regardless of any quorum
requirements set out in these Bylaws. Any director elected to fill a vacancy not
resulting from an increase in the number of directors shall have the same
remaining term as that of his predecessor.

         Unless the Special Voting Rights have been eliminated in accordance
with Section (2)(e)(ii) of Article Fourth of the Certificate of Incorporation,
all newly-created directorships resulting from an increase in the authorized
number of directors shall be allocated pursuant to Section (2)(e)(iii) of
Article Fourth of the Certificate of Incorporation. Once such newly created
directorships have been allocated as Class A Directors or Class B Directors (as
such terms are defined in Section (2)(e)(ii) of Article Fourth of the
Certificate of Incorporation), such newly-created directorships shall be filled
by the vote of the majority of the directors in such Class (or the sole
remaining director in such Class), as the case shall be, unless there are no
such directors in such Class, in which case such vacancy shall be filled by the
stockholders of such Class, or the Special Voting Rights have been eliminated in
accordance with Section (2)(e)(ii) of Article Fourth of the Certificate of
Incorporation, in which case such vacancy shall be filled by the vote of the
majority of the directors (or the sole remaining director), regardless of any
quorum requirements set out in these Bylaws. Any director elected in accordance
with the preceding sentence shall hold office until the annual meeting for the
year in which his term expires and until a director of the same Class succeeding
such director shall have been elected and qualified or until his earlier
resignation or removal. No decrease in the number of authorized directors
constituting the entire Board of Directors shall shorten the term of any
incumbent director.

         Section 3. Duties and Powers. The business of the Corporation shall be
managed by or under the direction of the Board of Directors which may exercise
all such powers of the Corporation and do all such lawful acts and things as are
not by statute or by the Certificate of Incorporation or by these Bylaws
directed or required to be exercised or done by the stockholders.

         Section 4. Meetings. The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or without the State of
Delaware. Regular meetings of the Board of Directors may be held without notice
at such time and at such place as may from time to time be determined by the
Board of Directors. Special meetings of the Board of Directors may be called by
the Chairman or a majority of the Board of Directors. Notice thereof stating the
place, date and hour of the meeting shall be given to each director either by
mail not less than 48 hours before the date of the meeting, by telephone or
telegram on 24 hours' notice, or on such shorter notice as the person or persons
calling such meeting may deem necessary or appropriate in the circumstances.

         Section 5. Quorum. At all meetings of the Board of Directors, a
majority of the Board of Directors shall constitute a quorum for the transaction
of business and the act of a majority



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of the directors present at any meeting at which there is a quorum shall be the
act of the Board of Directors. If a quorum shall not be present at any meeting
of the Board of Directors, the directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the meeting, until
a quorum shall be present.

         Section 6. Actions of Board. 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 the members of the Board of Directors or
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board of Directors or
committee.

         Section 7. Meetings by Means of Conference Telephone. Members of the
Board of Directors of the Corporation, or any committee designated by the Board
of Directors, may participate in a meeting of the Board of Directors or such
committee by means of a conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting pursuant to this Section 7 shall constitute
presence in person at such meeting.

         Section 8. Committees. The Board of Directors may, by resolution passed
by a majority of the entire Board of Directors, designate one or more committees
to exercise the power and authority provided herein with respect to such
committees, each committee to consist of one or more of the directors of the
Corporation. 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 any such committee. In the absence or disqualification
of a member of a committee, and in the absence of a designation by the Board of
Directors of an alternate member to replace the absent or disqualified member,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
any absent or disqualified member. Any committee, to the extent allowed by law
and provided in the resolution establishing such committee, shall have and may
exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the Corporation. Each committee shall
keep regular minutes and report to the Board of Directors when required.

         Section 9. Compensation. The directors may be paid their expenses, if
any, of attendance at each meeting of the Board of Directors and may be paid a
fixed sum for attendance at each meeting of the Board of Directors or a stated
salary as director. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

         Section 10. Nomination of Directors. Except as otherwise fixed pursuant
to Article Fourth of the Certificate Incorporation relating to the rights of the
holders of any one or more classes or series of Preferred Stock issued by the
Corporation acting separately by class or series, to elect, under specified
circumstances, directors at an annual or special meeting of stockholders,
nominations for the election of directors may be made by the Board of Directors



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or a committee appointed by the Board of Directors or by any stockholder
entitled to vote in the election of directors generally. However, any
stockholder entitled to vote in the election of directors generally may nominate
one or more persons for election as directors at a meeting only if written
notice of such stockholder's intent to make such nomination or nominations has
been given, either by personal delivery or by United States mail, postage
prepaid, to the Secretary of the Corporation not later than (i) with respect to
an election to be held at an annual meeting of stockholders, ninety days prior
to the anniversary date of the immediately preceding annual meeting (or, in the
case of the annual meeting to be held in 1988, on or before October 1, 1988);
and (ii) with respect to an election to be held at a special meeting of
stockholders for the election of directors, the close of business on the tenth
day following the date on which notice of such meeting is first given to
stockholders. Each such notice shall set forth: (a) the name and address of the
stockholder who intends to make the nomination and of the person or persons to
be nominated; (b) a representation that the stockholder is a holder of record of
stock of the Corporation entitled to vote at such meeting and intends to appear
in person or by proxy at the meeting to nominate the person or persons specified
in the notice; (c) a description of all arrangements or understandings between
the stockholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or nominations are to be
made by the stockholder; (d) such other information regarding each nominee
proposed by such stockholder as would be required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities and Exchange
Commission; and (e) the consent of each nominee to serve as a director of the
Corporation if so elected. The presiding officer of the meeting may refuse to
acknowledge the nomination of any person not made in compliance with the
foregoing procedure.


                              Article IV. OFFICERS

         Section 1. General. The officers of the Corporation shall be chosen by
the Board of Directors and shall be one or more Presidents, a Secretary and a
Treasurer. The Board of Directors, in its discretion, may also choose one or
more Chief Executive Officers, Vice Presidents, Assistant Secretaries, Assistant
Treasurers and other officers. Any number of offices may be held by the same
person. The officers of the Corporation need not be stockholders of the
Corporation nor need such officers be directors of the Corporation.

         Section 2. Election. The Board of Directors at its first meeting held
after each Annual Meeting of Stockholders shall elect the officers of the
Corporation who shall hold their offices for such terms and shall exercise such
powers and perform such duties as shall be determined from time to time by the
Board of Directors; and all officers of the Corporation shall hold office until
their successors are chosen and qualified, or until their earlier resignation or
removal. Any vacancy occurring in any office of the Corporation shall be filled
by the Board of Directors.

         Section 3. Resignations and Removals. Any director or officer may
resign at any time by delivering his resignation in writing to the Chairman of
the Board of Directors, the President or the Secretary or to a meeting of the
Board of Directors. Such resignation shall take effect at the time stated
therein, or if no time be so stated then upon its delivery, and



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without in either case the necessity of its being accepted unless the
resignation shall so state. The Board of Directors may at any time remove from
office any officer either with or without cause.

         Section 4. Chairman of the Board of Directors. The Chairman of the
Board of Directors shall preside at all meetings of the stockholders and of the
Board of Directors.

         Section 5. President. The President shall, subject to the control of
the Board of Directors, have general supervision of the business of the
Corporation. The President shall also perform such other duties and may exercise
such other powers as from time to time may be assigned to him by the Board of
Directors.

         Section 6. Vice-Presidents. Any Vice-President shall have such duties
and powers as shall be designated from time to time by the Board of Directors or
the President.

         Section 7. Treasurer and Assistant Treasurer. The Treasurer shall be in
charge of the Corporation's funds and valuable papers. He shall have such other
duties and powers as may be designated from time to time by the Board of
Directors or the President.

         Any Assistant Treasurers shall have such duties and powers as shall be
designated from time to time by the President or the Treasurer.

         Section 8. Controller and Assistant Controllers. The Controller shall
be the chief accounting officer of the Corporation and shall be in charge of its
books of account and accounting records and of its accounting procedures. He
shall have such other duties and powers as may be designated from time to time
by the Board of Directors or the President.

         Any Assistant Controllers shall have such duties and powers as shall be
designated from time to time by the President or the Controller.

         Section 9. Secretary and Assistant Secretaries. The Secretary shall
record all the proceedings of the meetings of the stockholders, of the Board of
Directors and of committees of the Board of Directors, in books kept for that
purpose. In his absence from any such meeting an Assistant Secretary or if there
be none or he is absent, a temporary Secretary chosen at the meeting shall
record the proceedings thereof.

         Any Assistant Secretaries shall have such duties and powers as shall be
designated from time to time by the President or the Secretary.

         Section 10. Other Officers. Such other officers as the Board of
Directors may choose shall perform such duties and have such powers as from time
to time may be assigned to them by the Board of Directors. The Board of
Directors may delegate to any other office of the Corporation the power to
choose such other officers and to prescribe their respective duties and powers.



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         Section 11. Loans and Guaranties to Directors or Officers. Upon
resolution by vote of disinterested directors, the Corporation may make a loan
of money or property to, or guarantee the obligation of, any director or officer
of the Corporation or a subsidiary if the Board determines that such transaction
may reasonably be expected to benefit the Corporation.


                                Article V. STOCK

         Section 1. Form of Certificates. Every holder of stock in the
Corporation shall be entitled to have a certificate signed in the name of the
Corporation as required by the GCL.

         Section 2. Signatures. Where a certificate is countersigned by (i) a
transfer agent other than the Corporation or its employee, or (ii) a registrar
other than the Corporation or its employee, any other signature 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.

         Section 3. 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 (in form and substance satisfactory to the Corporation) of that
fact by the person claiming the certificate of stock to be lost, stolen or
destroyed. In the case of the alleged loss or destruction or the mutilation of a
certificate of stock, a duplicate certificate may be issued in place thereof,
upon such terms in conformity with the law as the Board of Directors may
prescribe.

         Section 4. Transfers. Stock of the Corporation shall be transferable in
the manner prescribed by law and in these Bylaws. Transfers of stock shall be
made on the books of the Corporation only by the person named in the certificate
or by his attorney lawfully constituted in writing and upon the surrender of the
certificate therefor, which shall be cancelled before a new certificate shall be
issued.

         Section 5. Record Date. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock, or for the purpose of
any other lawful action, the Board of Directors may fix, in advance, a record
date, which shall not be more than sixty days nor less than ten days before the
date of such meeting, nor more than sixty days prior to any other action. If no
record date is fixed, the record date for determining stockholders entitled to
notice of or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given, or, if
notice is waiver, at the close of business on the day next preceding the day on
which the meeting is held. The record date for determining stockholders for any
other purpose shall be at the close of business on the day on which the Board of
Directors adopts



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

         Section 6. Beneficial Owners. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and shall not be
bound to recognize any equitable or other claim to or interest in such share or
shares on the part of any other persons, whether or not it shall have express or
other notice thereof, except as otherwise provided bylaw.

         Section 7. Voting Securities Owned by the Corporation. Powers of
attorney, proxies, waivers of notice of meeting, consents and other instruments
relating to securities owned by the Corporation may be executed in the name of
and on behalf of the Corporation by the Chairman, the Vice-Chairman of the Board
of Directors, the President or any Vice-President and any such officer may, in
the name of and on behalf of the Corporation, take all such action as any such
officer may deem advisable to vote in person or by proxy at any meeting of
security holders of any corporation in which the Corporation may own securities
and at any such meeting shall possess and may exercise any and all rights and
powers incident to the ownership of such securities and which, as the owner
thereof, the Corporation might have exercised and possessed if present. The
Board of Directors may, by resolution, from time to time confer like powers upon
any other person or persons.


                               Article VI. NOTICES

         Section 1. Notices. Whenever written notice is required bylaw, the
Certificate of Incorporation or these Bylaws, to be given to any stockholder,
such notice may be given by mail, addressed to such stockholder, at his address
as it appears on the records of the Corporation, with postage thereon prepaid,
and such notice shall be deemed to be given at the time when the same shall be
deposited in the United States mail. Written notice may also be given personally
or by telegram, telex or cable and such notice shall be deemed to be given upon
receipt.

         Section 2. Waivers of Notice. Whenever any notice is required by law,
the Certificate of Incorporation or these Bylaws, to be given to any director,
member of a committee or stockholder, a waiver thereof in writing, signed, by
the person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto. Neither the business to be
transacted at, nor the purpose of, any meeting or such other event need be
specified in any written waiver of notice.


                         Article VII. GENERAL PROVISIONS

         Section 1. Dividends. Subject to the provisions of the Certificate of
Incorporation, dividends, if any, upon the capital stock of the Corporation may
be declared by the Board of



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Directors at any regular or special meeting, and may be paid in cash, in
property, or in shares of the capital stock.

         Section 2. Fiscal Year. The fiscal year of the Corporation shall be
fixed by resolution of the Board of Directors.

         Section 3. Corporate Seal. The corporate seal shall have inscribed
thereon the name of the Corporation, the year of its organization and the words
"Corporate Seal, Delaware". The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.


                          Article VIII. INDEMNIFICATION

         Section 1. Power to Indemnify in Actions, Suits or Proceedings other
Than Those by or in the Right of the Corporation. Subject to Section 3 of this
Article VIII, the Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation) by
reason of the fact that he is or was a director or officer of the Corporation,
or is or was serving at the request of the Corporation as a director or officer
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 if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

         Section 2. Power to Indemnify in Actions, Suits of Proceedings by or in
the Right of the Corporation. Subject to Section 3 of this Article VIII, the
Corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the Corporation to procure a judgment in its favor by reason of the
fact that he is or was a director or officer of the Corporation, or is or was
serving at the request of the Corporation as a director or officer of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Corporation; except that no indemnification shall be made
in respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the Corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite



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the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.

         Section 3. Authorization of Indemnification. Any indemnification under
this Article VIII (unless ordered by a court) shall be made by the Corporation
only as authorized in the specific case upon a determination that
indemnification of the director or officer is proper in the circumstances
because he has met the applicable standard of conduct set forth in Section 1 or
Section 2 of this Article VIII, as the case may be. Such determination shall be
made (i) by the Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding, or (ii) if
such a quorum is not obtainable, or, even if obtainable a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or (iii) by the stockholders. To the extent, however, that a director
or officer of the Corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding described above, or in defense of any
claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith, without the necessity of authorization in the specific
case. Notwithstanding anything contained in this Section 3 to the contrary, the
Corporation shall not be required to indemnify any person against any liability,
cost or expense (including attorneys' fees) incurred by such person in
connection with any action, suit or proceeding voluntarily initiated or
prosecuted by such person unless the initiation or prosecution of such action,
suit, or proceeding by such person was authorized by a majority of the entire
Board of Directors, provided, however, that a majority of the entire Board of
Directors may, after any such action, suit or proceeding has been initiated or
prosecuted, in its discretion, indemnify any such person against any such
liability, cost or expense.

         Section 4. Good Faith Defined. For purposes of any determination under
Section 3 of the Article VIII, a person shall be deemed to have acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interest of the Corporation, or, with respect to any criminal action or
proceeding, to have had no reasonable cause to believe his conduct was unlawful,
if his action is based on the records or books of account of the Corporation or
another enterprise, or on information supplied to him by the officers of the
Corporation or another enterprise in the course of their duties, or on the
advice of legal counsel for the Corporation or other enterprise or on
information or records given or reports made to the Corporation or another
enterprise by an independent certified public accountant or by an appraiser or
other expert selected with reasonable care by the Corporation or another
enterprise. The term "another enterprise" as used in this Section 4 shall mean
any other corporation or any partnership, joint venture, trust or other
enterprise of which such person is or was serving at the request of the
Corporation as a director, officer, employee or agent. The provisions of this
Section 4 shall not be deemed to be exclusive or to limit in any way the
circumstance in which a person may be deemed to have met the applicable standard
of conduct set forth in Sections 1 or 2 or this Article VIII, as the case may
be.

         Section 5. Indemnification by a Court. Notwithstanding any contrary
determination in the specific case under Section 3 of this Article VIII, and
notwithstanding the absence of any determination thereunder, any director or
officer may apply to any court of competent



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<PAGE>

jurisdiction in the State of Delaware for indemnification to the extent
otherwise permissible under Sections 1 and 2 of this Article VIII. The basis of
such indemnification by a court shall be a determination by such court that
indemnification of the director or officer is proper in the circumstances
because he has met the applicable standards of conduct set forth in Sections 1
or 2 of this Article VIII, as the case may be. Notice of any application for
indemnification pursuant to this Section 5 shall be given to the Corporation
promptly upon the filing of such application.

         Section 6. Expenses Payable in Advance. Expenses incurred in defending
or investigating a threatened or pending action, suit or proceeding may be paid
by the Corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of the director 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 in this Article
VIII.

         Section 7. Non-exclusivity of Indemnification and Advancement of
Expenses The indemnification and advancement of expenses provided by or granted
pursuant to this Article VIII shall not be deemed exclusive of any other rights
to which those seeking indemnification or advancement of expenses may be
entitled under any Bylaw, agreement, contract, vote of stockholders or
disinterested directors or pursuant to the direction (howsoever embodied) of any
court of competent jurisdiction or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office, it
being the policy of the Corporation that indemnification of the persons
specified in Sections 1 and 2 of this Article VIII shall be made to the fullest
extent permitted by law. The provisions of this Article VIII shall not be deemed
to preclude the indemnification of or advancement of expenses to any person who
is not specified in Sections 1 or 2 of this Article VIII, including employees or
agents of the Corporation, but whom the Corporation has the power or obligation
to indemnify under the provisions of GCL, or otherwise.

         Section 8. Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the Corporation would have the power or the obligation to
indemnify him against such liability under the provisions of this Article VIII.

         Section 9. Meaning of "Corporation" for Purposes of Article VIII. For
purposes of this Article VIII, references to "the Corporation" shall include, in
addition to the resulting corporation, any constituent corporation (including
any constituent of a constituent) absorbed in a consolidation or merger which,
if its separate existence had continued, would have had power and authority to
indemnify its directors, officers, and employees or agents, so that any person
who is or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, shall stand in the same position under
the provisions of this Article VIII with respect to the resulting or



                                      -12-
<PAGE>

surviving corporation as he would have with respect to such constituent
corporation if its separate existence had continued.

         Section 10. Survival of Indemnification and Advancement of Expenses.
The indemnification and advancement of expenses provided by, or granted pursuant
to, this Article VIII shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person. Each person who is or becomes a director,
officer, employee or agent as aforesaid shall be deemed to have served or to
have continued to serve in such capacity in reliance upon the indemnity provided
for in this Article VIII.


                             Article IX. AMENDMENTS

         These Bylaws may be amended, altered, rescinded or repealed at any
meeting of the Board of Directors or of the stockholders, provided, in the case
of a meeting of stockholders, notice of the proposed change was given in the
notice of the meeting; provided, however, that, notwithstanding any other
provisions of the Certificate of Incorporation, these Bylaws or any provision of
law which might otherwise permit a lesser vote or no vote, but in addition to
any affirmative vote of the holders of any Voting Stock (as defined in the
Certificate of Incorporation of the Corporation) required by law, the
Certificate of Incorporation, or these Bylaws, the affirmative vote of the
holders of at least 66 2/3 percent of the combined voting power of all the
then-outstanding shares of the Voting Stock, voting together as a single class,
shall be required to amend, alter, rescind or repeal Section 3 of Article II and
Sections 1, 2 and 10 of Article III, Article VIII and this Article IX of these
Bylaws.



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