<PAGE>   1



                                                                     Exhibit 3.2



                          AMENDED AND RESTATED BYLAWS

                                       OF

                           NEW ERA OF NETWORKS, INC.

                            (A Delaware Corporation)

<PAGE>   2
                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                     PAGE
<S>                                                                                                                    <C>
ARTICLE I - CORPORATE OFFICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

         1.1     REGISTERED OFFICE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
         1.2     OTHER OFFICES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE II - MEETINGS OF STOCKHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

         2.1     PLACE OF MEETINGS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
         2.2     ANNUAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
         2.3     SPECIAL MEETING  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
         2.4     NOTICE OF STOCKHOLDERS' MEETINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
         2.5     ADVANCED NOTICE OF STOCKHOLDER NOMINEES AND
                 STOCKHOLDER BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
         2.6     MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
         2.7     QUORUM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
         2.8     ADJOURNED MEETING; NOTICE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
         2.9     CONDUCT OF BUSINESS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
         2.10    VOTING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
         2.11    WAIVER OF NOTICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
         2.12    STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING  . . . . . . . . . . . . . . . . . . . . . . . 5
         2.13    RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING
                 CONSENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
         2.14    PROXIES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
         2.15    LIST OF STOCKHOLDERS ENTITLED TO VOTE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

ARTICLE III - DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

         3.1     POWERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
         3.2     NUMBER OF DIRECTORS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
         3.3     ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS  . . . . . . . . . . . . . . . . . . . . . . . 7
         3.4     RESIGNATION AND VACANCIES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
         3.5     PLACE OF MEETINGS; MEETINGS BY TELEPHONE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
         3.6     REGULAR MEETINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
         3.7     SPECIAL MEETINGS; NOTICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
         3.8     QUORUM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
         3.9     WAIVER OF NOTICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
         3.10    BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING  . . . . . . . . . . . . . . . . . . . . . . . . . . 9
         3.11    FEES AND COMPENSATION OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         3.12    APPROVAL OF LOANS TO OFFICERS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
</TABLE>
<PAGE>   3
                               TABLE OF CONTENTS
                                 (CONTINUED)
<TABLE>
<CAPTION>
                                                                                                                     PAGE
                                                                                                                     ----
<S>                                                                                                                    <C>
         3.13    REMOVAL OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         3.14    CLASSES OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10

ARTICLE IV - COMMITTEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11

         4.1     COMMITTEES OF DIRECTORS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
         4.2     COMMITTEE MINUTES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
         4.3     MEETINGS AND ACTION OF COMMITTEES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12

ARTICLE V - OFFICERS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12

         5.1     OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
         5.2     APPOINTMENT OF OFFICERS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
         5.3     SUBORDINATE OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
         5.4     REMOVAL AND RESIGNATION OF OFFICERS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
         5.5     VACANCIES IN OFFICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
         5.6     CHAIRMAN OF THE BOARD  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
         5.7     PRESIDENT  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
         5.8     VICE PRESIDENTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
         5.9     SECRETARY  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
         5.10    CHIEF FINANCIAL OFFICER  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
         5.11    ASSISTANT SECRETARY  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
         5.12    ASSISTANT TREASURER  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
         5.13    REPRESENTATION OF SHARES OF OTHER CORPORATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
         5.14    AUTHORITY AND DUTIES OF OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15

ARTICLE VI - INDEMNITY  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16

         6.1     INDEMNIFICATION OF DIRECTORS AND OFFICERS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
         6.2     INDEMNIFICATION OF OTHERS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
         6.3     INSURANCE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
         6.4     SAVINGS CLAUSE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
         6.5     CONTINUATION OF INDEMNIFICATION AND ADVANCEMENT
                        OF EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
</TABLE>





                                      -ii-
<PAGE>   4
                               TABLE OF CONTENTS
                                 (CONTINUED)
<TABLE>
<CAPTION>
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                                                                                                                     ----
<S>                                                                                                                    <C>
ARTICLE VII - RECORDS AND REPORTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   18

         7.1     MAINTENANCE AND INSPECTION OF RECORDS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
         7.2     INSPECTION BY DIRECTORS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
         7.3     ANNUAL STATEMENT TO STOCKHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19

ARTICLE VIII - GENERAL MATTERS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19

         8.1     CHECKS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
         8.2     EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS . . . . . . . . . . . . . . . . . . . . . . . . . .  19
         8.3     STOCK CERTIFICATES; PARTLY PAID SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
         8.4     SPECIAL DESIGNATION ON CERTIFICATES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
         8.5     LOST CERTIFICATES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
         8.6     CONSTRUCTION; DEFINITIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
         8.7     DIVIDENDS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
         8.8     FISCAL YEAR  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
         8.9     SEAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
         8.10    TRANSFER OF STOCK  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
         8.11    STOCK TRANSFER AGREEMENTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
         8.12    REGISTERED STOCKHOLDERS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21

ARTICLE IX - AMENDMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
</TABLE>





                                     -iii-

<PAGE>   5

                          AMENDED AND RESTATED BYLAWS

                                       OF

                           NEW ERA OF NETWORKS, INC.


                                   ARTICLE I

                               CORPORATE OFFICES

           1.1     REGISTERED OFFICE

           The registered office of the corporation shall be in the City of
Wilmington, County of New Castle, State of Delaware.  The name of the
registered agent of the corporation at such location is The Corporation Trust
Company.

           1.2     OTHER OFFICES

           The Board of Directors may at any time establish other offices at
any place or places where the corporation is qualified to do business.


                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

           2.1     PLACE OF MEETINGS

           Meetings of stockholders shall be held at any place, within or
outside the State of Delaware, designated by the Board of Directors.  In the
absence of any such designation, stockholders' meetings shall be held at the
registered office of the corporation.

           2.2     ANNUAL MEETING

           The annual meeting of stockholders shall be held each year on a date
and at a time designated by the Board of Directors.  In the absence of such
designation, the annual meeting of the stockholders shall be held on the third
Friday in June in each year at 3:00 p.m.  However, if such day falls on a legal
holiday, then the meeting shall be held at the same time and place on the next
succeeding full business day.  At the meeting, directors shall be elected and
any other proper business may be transacted.


                                      2
<PAGE>   6
           2.3     SPECIAL MEETING

                   A special meeting of the stockholders may be called at any
time by the board of directors, or by the chairman of the board, or by the
chief executive officer, or by one or more stockholders holding shares in the
aggregate entitled to cast not less than twenty percent (20%) of the votes of
all shares of stock owned by stockholders entitled to vote at that meeting.

           2.4     NOTICE OF STOCKHOLDERS' MEETINGS

           All notices of meetings of stockholders shall be sent or otherwise
given in accordance with Section 2.5 of these bylaws not less than ten (10) nor
more than sixty (60) days before the date of the meeting.  The notice shall
specify the place, date and hour of the meeting and (i) in the case of a
special meeting, the purpose or purposes for which the meeting is called (no
business other than that specified in the notice may be transacted) or (ii) in
the case of the annual meeting, those matters which the board of directors, at
the time of giving the notice, intends to present for action by the
stockholders (but any proper matter may be presented at the meeting for such
action).  The notice of any meeting at which directors are to be elected shall
include the name of any nominee or nominees who, at the time of the notice, the
board intends to present for election.

         2.5     ADVANCE NOTICE OF STOCKHOLDER NOMINEES AND STOCKHOLDER BUSINESS

           To be properly brought before an annual meeting or special meeting,
nominations for the election of director or other business must be (a)
specified in the notice of meeting (or any supplement thereto) given by or at
the direction of the board of directors or other person so authorized pursuant
to Section 2.3 of these bylaws, (b) otherwise properly brought before the
meeting by or at the direction of the board of directors or (c) otherwise
properly brought before the meeting by a stockholder.  For such nominations or
other business to be considered properly brought before the meeting by a
stockholder, such stockholder must have given timely notice and in proper form
of his intent to bring such business before such meeting.  To be timely, such
stockholder's notice must be delivered to or mailed and received by the
secretary of the Corporation not less than 90 days prior to the meeting;
provided, however, that in the case of a meeting called by or on behalf of the
Board of Directors of the Corporation where prior notice, or public disclosure,
of the meeting has not been given or made at least 100 days prior to such
meeting, notice by the stockholder to be timely must be so received not later
than the close of business on the tenth day following the day on which such
notice of the date of the meeting was mailed or such public disclosure was
made.  To be in proper form, a stockholder's notice to the secretary shall set
forth:

                   (i)  the name and address of the stockholder who intends to
                   make the nominations, propose the business, and, as the case
                   may be, the name and address of the

                                      3
<PAGE>   7
                   person or persons to be nominated or the nature of the
                   business to be proposed;

                   (ii)      a representation that the stockholder is a holder
                   of record of stock of the Corporation entitled to vote at
                   such meeting and, if applicable, intends to appear in person
                   or by proxy at the meeting to nominate the person or persons
                   specified in the notice or introduce the business specified
                   in the notice;

                   (iii)      if applicable, 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;

                   (iv)      such other information regarding each nominee or
                   each matter of business to be 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 had the nominee been nominated, or
                   intended to be nominated, or the matter been proposed, or
                   intended to be proposed by the board of directors' and

                   (v)  if applicable, the consent of each nominee to serve as
                   director of the Corporation if so elected.

           The chairman of the meeting may refuse to acknowledge the nomination
of any person or the proposal of any business not made in compliance with the
foregoing procedure.

           2.6     MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE

           Written notice of any meeting of stockholders shall be given either
personally or by first-class mail or by facsimile, telegraphic or other written
communication.  Notices not personally delivered shall be sent charges prepaid
and shall be addressed to the stockholder at the address of that stockholder
appearing on the books of the corporation or given by the stockholder to the
corporation for the purpose of notice.  If no such address appears on the
corporation's books or is given, notice shall be deemed to have been given if
sent to that stockholder by mail or telegraphic or other written communication
to the corporation's principal executive office, or if published at least once
in a newspaper of general circulation in the county where that office is
located.  Notice shall be deemed to have been given at the time when delivered
personally or deposited in the mail or sent by telegram or other means of
written communication.





                                       4
<PAGE>   8
           If any notice addressed to a stockholder at the address of that
stockholder appearing on the books of the corporation is returned to the
corporation by the United States Postal Service marked to indicate that the
United States Postal Service is unable to deliver the notice to the stockholder
at that address, then all future notices or reports shall be deemed to have
been duly given without further mailing if the same shall be available to the
stockholder on written demand of the stockholder at the principal executive
office of the corporation for a period of one (1) year from the date of the
giving of the notice.

           An affidavit of the mailing or other means of giving any notice of
any stockholders' meeting, executed by the Secretary, Assistant Secretary or
any transfer agent of the corporation giving the notice, shall be prima facie
evidence of the giving of such notice.

           2.7     QUORUM

           The holders of a majority of the stock issued and outstanding and
entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute, by the certificate of
incorporation or these bylaws.  If, however, such quorum is not present or
represented at any meeting of the stockholders, then either (i) the Chairman of
the meeting or (ii) 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 is present or represented.  At such adjourned meeting at which a quorum
is present or represented, any business may be transacted that might have been
transacted at the meeting as originally noticed.

           2.8     ADJOURNED MEETING; NOTICE

           When a meeting is adjourned to another time and place, unless these
bylaws otherwise require, notice need not be given of the adjourned meeting if
the time and place thereof are announced at the meeting at which the
adjournment is taken.  At the adjourned meeting the corporation may transact
any business that might have been transacted at the original meeting.  If the
adjournment is for more than thirty (30) days, or if after the adjournment a
new record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the
meeting.

           2.9     CONDUCT OF BUSINESS

           The chairman of any meeting of stockholders shall determine the
order of business and the procedure at the meeting, including such regulation
of the manner of voting and the conduct of business.

           2.10    VOTING

           The stockholders entitled to vote at any meeting of stockholders
shall be determined in accordance with the provisions of Section 2.13 of these
bylaws, subject to the provisions of





                                       5
<PAGE>   9
Sections 217 and 218 of the General Corporation Law of Delaware (relating to
voting rights of fiduciaries, pledgors and joint owners of stock and to voting
trusts and other voting agreements).

           Except as may be otherwise provided in the certificate of
incorporation or these bylaws, each stockholder shall be entitled to one vote
for each share of capital stock held by such stockholder.

           2.11    WAIVER OF NOTICE

           Whenever notice is required to be given under any provision of the
General Corporation Law of Delaware or of the certificate of incorporation or
these bylaws, a written waiver thereof, signed by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice.  Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened.  Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the stockholders need be specified in any written
waiver of notice unless so required by the certificate of incorporation or
these bylaws.

           2.12    STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING

           Effective upon the closing of an initial public offering of any of
the corporation's securities pursuant to a registration statement filed under
the Securities Act of 1933, as amended, the stockholders of the corporation may
not take action by written consent without a meeting but must take any such
actions at a duly called annual or special meeting.

           2.13    RECORD DATE FOR STOCKHOLDER NOTICE; VOTING

           For purposes of determining the stockholders entitled to notice of
any meeting or to vote thereat, the board of directors may fix, in advance, a
record date, which shall not precede the date upon which the resolution fixing
the record date is adopted by the board of directors and which shall not be
more than sixty (60) days nor less than ten (10) days before the date of any
such meeting, and in such event only stockholders of record on the date so
fixed are entitled to notice and to vote, notwithstanding any transfer of any
shares on the books of the corporation after the record date.

           If the board of directors does not so fix a record date, 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 business day next
preceding the day on which notice is given, or, if notice is waived, at the
close of business on the business day next preceding the day on which the
meeting is held.





                                       6
<PAGE>   10
           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 unless the board of directors fixes a new record date for the adjourned
meeting, but the board of directors shall fix a new record date if the meeting
is adjourned for more than thirty (30) days from the date set for the original
meeting.

           The record date for any other purpose shall be as provided in
Section 7.1 of these bylaws.

           2.14    PROXIES

           Every person entitled to vote for directors, or on any other matter,
shall have the right to do so either in person or by one or more agents
authorized by a written proxy signed by the person and filed with the secretary
of the corporation, but no such proxy shall be voted or acted upon after three
(3) years from its date, unless the proxy provides for a longer period.  A
proxy shall be deemed signed if the stockholder's name is placed on the proxy
(whether by manual signature, typewriting, telegraphic transmission or
otherwise) by the stockholder or the stockholder's attorney-in-fact.  The
revocability of a proxy that states on its face that it is irrevocable shall be
governed by the provisions of Section 212(e) of the General Corporation Law of
Delaware.

           2.15    LIST OF STOCKHOLDERS ENTITLED TO VOTE

           The officer who has charge of the stock ledger of a corporation
shall prepare and make, at least ten (10) days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each
stockholder.  Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten (10) days prior to the meeting, either at a place within
the city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place where the meeting
is to be held.  The list shall also be produced and kept at the time and place
of the meeting during the whole time thereof, and may be inspected by any
stockholder who is present. Such list shall presumptively determine the
identity of the stockholders entitled to vote at the meeting and the number of
shares held by each of them.

                                  ARTICLE III

                                   DIRECTORS

           3.1     POWERS

           Subject to the provisions of the General Corporation Law of Delaware
and any limitations in the certificate of incorporation or these bylaws
relating to action required to be approved by the stockholders or by the
outstanding shares, the business and affairs of the corporation shall be





                                       7
<PAGE>   11
managed and all corporate powers shall be exercised by or under the direction
of the Board of Directors.

           3.2     NUMBER OF DIRECTORS

           The board of directors shall consist of seven (7) members.  The
number of directors may be changed by an amendment to this bylaw, duly adopted
by the board of directors or by the stockholders, or by a duly adopted
amendment to the certificate of incorporation.

           3.3     ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS

           Except as provided in Section 3.4 of these bylaws, directors shall
be elected at each annual meeting of stockholders to hold office until the next
annual meeting.  Directors need not be stockholders unless so required by the
certificate of incorporation or these bylaws, wherein other qualifications for
directors may be prescribed.  Each director, including a director elected to
fill a vacancy, shall hold office until the expiration of the term for which
elected and until a successor has been elected and qualified or until his or
her earlier resignation or removal.

           Elections of directors need not be by written ballot.

           3.4     RESIGNATION AND VACANCIES

           Any director may resign at any time upon written notice to the
attention of the Secretary of the corporation.  When one or more directors so
resigns and the resignation is effective at a future date, a majority of the
directors then in office, including those who have so resigned, shall have
power to fill such vacancy or vacancies, the vote thereon to take effect when
such resignation or resignations shall become effective, and each director so
chosen shall hold office as provided in this section in the filling of other
vacancies.

           Unless otherwise provided in the certificate of incorporation or
these bylaws:

                            (i)            Vacancies and newly created
directorships resulting from any increase in the authorized number of directors
elected by all of the stockholders having the right to vote as a single class
may be filled by a majority of the directors then in office, although less than
a quorum, or by a sole remaining director.

                            (ii)           Whenever the holders of any class or
classes of stock or series thereof are entitled to elect one or more directors
by the provisions of the certificate of incorporation, vacancies and newly
created directorships of such class or classes or series may be filled by a
majority of the directors elected by such class or classes or series thereof
then in office, or by a sole remaining director so elected.

           If at any time, by reason of death or resignation or other cause,
the corporation should have no directors in office, then any officer or any
stockholder or an executor, administrator, trustee or





                                       8
<PAGE>   12
guardian of a stockholder, or other fiduciary entrusted with like
responsibility for the person or estate of a stockholder, may call a special
meeting of stockholders in accordance with the provisions of the certificate of
incorporation or these bylaws, or may apply to the Court of Chancery for a
decree summarily ordering an election as provided in Section 211 of the General
Corporation Law of Delaware.

           If, at the time of filling any vacancy or any newly created
directorship, the directors then in office constitute less than a majority of
the whole board (as constituted immediately prior to any such increase), then
the Court of Chancery may, upon application of any stockholder or stockholders
holding at least ten (10) percent of the total number of the shares at the time
outstanding having the right to vote for such directors, summarily order an
election to be held to fill any such vacancies or newly created directorships,
or to replace the directors chosen by the directors then in office as
aforesaid, which election shall be governed by the provisions of Section 211 of
the General Corporation Law of Delaware as far as applicable.

           3.5     PLACE OF MEETINGS; MEETINGS BY TELEPHONE

           The Board of Directors of the corporation may hold meetings, both
regular and special, either within or outside the State of Delaware.

           Unless otherwise restricted by the certificate of incorporation or
these bylaws, members of the Board of Directors, or any committee designated by
the Board of Directors, may participate in a meeting of the Board of Directors,
or any committee, by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and such participation in a meeting shall constitute presence in
person at the meeting.

           3.6     REGULAR MEETINGS

           Regular meetings of the Board of Directors may be held without
notice at such time and at such place as shall from time to time be determined
by the board.

           3.7     SPECIAL MEETINGS; NOTICE

           Special meetings of the Board of Directors for any purpose or
purposes may be called at any time by the Chairman of the Board, the President,
any Vice President, the Secretary or any one director.

           Notice of the time and place of special meetings shall be delivered
personally or by telephone to each director or sent by first-class mail or
telegram, charges prepaid, addressed to each director at that director's
address as it is shown on the records of the corporation.  If the notice is
mailed, it shall be deposited in the United States mail at least four (4) days
before the time of the holding of the meeting.  If the notice is delivered
personally or by telephone or by telegram, it shall be delivered personally or
by telephone or to the telegraph company at least forty- eight (48) hours
before the time of the holding of the meeting.  Any oral notice given
personally or by telephone may





                                       9
<PAGE>   13
be communicated either to the director or to a person at the office of the
director who the person giving the notice has reason to believe will promptly
communicate it to the director.  The notice need not specify the purpose or the
place of the meeting, if the meeting is to be held at the principal executive
office of the corporation.

           3.8     QUORUM

           At all meetings of the Board of Directors, a majority of the
authorized number of directors shall constitute a quorum for the transaction of
business and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the Board of Directors, except as
may be otherwise specifically provided by statute or by the certificate of
incorporation.  If a quorum is not present at any meeting of the Board of
Directors, then the directors present thereat may adjourn the meeting from time
to time, without notice other than announcement at the meeting, until a quorum
is present.

           A meeting at which a quorum is initially present may continue to
transact business notwithstanding the withdrawal of directors, if any action
taken is approved by at least a majority of the required quorum for that
meeting.

           3.9     WAIVER OF NOTICE

           Whenever notice is required to be given under any provision of the
General Corporation Law of Delaware or of the certificate of incorporation or
these bylaws, a written waiver thereof, signed by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice.  Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened.  Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the directors, or members of a committee of
directors, need be specified in any written waiver of notice unless so required
by the certificate of incorporation or these bylaws.

           3.10    BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING

           Unless otherwise restricted by the certificate of incorporation or
these bylaws, any action required or permitted to be taken at any meeting of
the Board of Directors, or of any committee thereof, may be taken without a
meeting if all members of the board or committee, as the case may be, consent
thereto in writing and the writing or writings are filed with the minutes of
proceedings of the board or committee.

           3.11    FEES AND COMPENSATION OF DIRECTORS

           Unless otherwise restricted by the certificate of incorporation or
these bylaws, the Board of Directors shall have the authority to fix the
compensation of directors.





                                       10
<PAGE>   14
           3.12    APPROVAL OF LOANS TO OFFICERS

           The corporation may lend money to, or guarantee any obligation of,
or otherwise assist any officer or other employee of the corporation or of its
subsidiary, including any officer or employee who is a director of the
corporation or its subsidiary, whenever, in the judgment of the directors, such
loan, guaranty or assistance may reasonably be expected to benefit the
corporation.  The loan, guaranty or other assistance may be with or without
interest and may be unsecured, or secured in such manner as the Board of
Directors shall approve, including, without limitation, a pledge of shares of
stock of the corporation.  Nothing in this section contained shall be deemed to
deny, limit or restrict the powers of guaranty or warranty of the corporation
at common law or under any statute.

           3.13    REMOVAL OF DIRECTORS

           Unless otherwise restricted by statute, and except as otherwise
provided by the certificate of incorporation or these bylaws, any director or
the entire Board of Directors may be removed, with or without cause, by the
holders of a majority of the shares then entitled to vote at an election of
directors; provided, however, that, so long as stockholders of the corporation
are entitled to cumulative voting, if less than the entire board is to be
removed, no director may be removed without cause if the votes cast against his
or her removal would be sufficient to elect such director if then cumulatively
voted at an election of the entire Board of Directors.

           No reduction of the authorized number of directors shall have the
effect of removing any director prior to the expiration of such director's term
of office.

           3.14    CLASSES OF DIRECTORS

           Following the closing of the corporation's initial public offering
pursuant to an effective registration statement under the Securities Act of
1933, as amended (the "1933 Act"), covering the offer and sale of Common Stock
of the corporation (the "Initial Public Offering"), the Directors shall be
divided into three classes designated as Class I, Class II and Class III,
respectively.  Such Directors shall be assigned to each class in accordance
with a resolution or resolutions adopted by the Board of Directors.  At the
first annual meeting of stockholders following the closing of the Initial
Public Offering, the term of office of the Class III Directors shall expire and
Class III Directors shall be elected for a full term of three years.  At the
second annual meeting of stockholders following the closing of the Initial
Public Offering, the term of office of the Class II Directors shall expire and
Class II Directors shall be elected for a full term of three years.  At the
third annual meeting of stockholders following the closing of the Initial
Public Offering, the term of office of the Class I Directors shall expire and
Class I Directors shall be elected a full term of three years.  At each
succeeding annual meeting of stockholders, such Directors shall be elected for
a full term of three years to succeed the Directors of the class whose terms
expire at such annual meeting.

           Notwithstanding the foregoing provisions of this Article, each
Director shall serve until his successor is duly elected and qualified or until
his earlier death, resignation or removal.  No decrease





                                       11
<PAGE>   15
in the number of Directors constituting the Board of Directors shall shorten
the term of any incumbent Director.


                                   ARTICLE IV

                                   COMMITTEES

           4.1     COMMITTEES OF DIRECTORS

           The Board of Directors may, by resolution passed by a majority of
the whole board, designate one or more committees, with each committee to
consist of one or more of the directors of the corporation.  The board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee.  In
the absence or disqualification of a member of a committee, the member or
members thereof present at any meeting and not disqualified from voting,
whether or not such member or members constitute a quorum, may unanimously
appoint another member of the Board of Directors to act at the meeting in the
place of any such absent or disqualified member.  Any such committee, to the
extent provided in the resolution of the Board of Directors or in the bylaws of
the corporation, shall have and may exercise all the powers and authority of
the Board of Directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers that may require it; but no such committee shall have the power or
authority to (i) amend the Certificate of Incorporation (except that a
committee may, to the extent authorized in the resolution or resolutions
providing for the issuance of shares of stock adopted by the Board of Directors
as provided in Section 151(a) of the General Corporation Law of Delaware, fix
the designations and any of the preferences or rights of such shares relating
to dividends, redemption, dissolution, any distribution of assets of the
corporation or the conversion into, or the exchange of such shares for, shares
of any other class or classes or any other series of the same or any other
class or classes of stock of the corporation or fix the number of shares of any
series of stock or authorize the increase or decrease of the shares of any
series), (ii) adopt an agreement of merger or consolidation under Sections 251
or 252 of the General Corporation Law of Delaware, (iii) recommend to the
stockholders the sale, lease or exchange of all or substantially all of the
corporation's property and assets, (iv) recommend to the stockholders a
dissolution of the corporation or a revocation of a dissolution, or (v) amend
the bylaws of the corporation; and, unless the board resolution establishing
the committee, the bylaws or the certificate of incorporation expressly so
provide, no such committee shall have the power or authority to declare a
dividend, to authorize the issuance of stock, or to adopt a certificate of
ownership and merger pursuant to Section 253 of the General Corporation Law of
Delaware.

           4.2     COMMITTEE MINUTES

           Each committee shall keep regular minutes of its meetings and report
the same to the Board of Directors when required.





                                       12
<PAGE>   16
           4.3     MEETINGS AND ACTION OF COMMITTEES

           Meetings and actions of committees shall be governed by, and held
and taken in accordance with, the provisions of Article III of these bylaws,
Section 3.5 (place of meetings and meetings by telephone), Section 3.6 (regular
meetings), Section 3.7 (special meetings and notice), Section 3.8 (quorum),
Section 3.9 (waiver of notice), and Section 3.10 (action without a meeting),
with such changes in the context of those bylaws as are necessary to substitute
the committee and its members for the Board of Directors and its members;
provided, however, that the time of regular meetings of committees may be
determined either by resolution of the Board of Directors or by resolution of
the committee, that special meetings of committees may also be called by
resolution of the Board of Directors and that notice of special meetings of
committees shall also be given to all alternate members, who shall have the
right to attend all meetings of the committee.  The Board of Directors may
adopt rules for the government of any committee not inconsistent with the
provisions of these bylaws.


                                   ARTICLE V

                                    OFFICERS

           5.1     OFFICERS

           The officers of the corporation shall be a president, a secretary,
and a chief financial officer.  The corporation may also have, at the
discretion of the Board of Directors, a chairman of the board, one or more vice
presidents, one or more assistant vice presidents, one or more assistant
secretaries, one or more assistant treasurers, and any such other officers as
may be appointed in accordance with the provisions of Section 5.3 of these
bylaws.  Any number of offices may be held by the same person.

           5.2     APPOINTMENT OF OFFICERS

           The officers of the corporation, except such officers as may be
appointed in accordance with the provisions of Sections 5.3 or 5.5 of these
bylaws, shall be appointed by the Board of Directors, subject to the rights, if
any, of an officer under any contract of employment.

           5.3     SUBORDINATE OFFICERS

           The Board of Directors may appoint, or empower the Chief Executive
Officer of the corporation to appoint, such other officers and agents as the
business of the corporation may require, each of whom shall hold office for
such period, have such authority, and perform such duties as are provided in
these bylaws or as the Board of Directors may from time to time determine.





                                       13
<PAGE>   17
           5.4     REMOVAL AND RESIGNATION OF OFFICERS

           Subject to the rights, if any, of an officer under any contract of
employment, any officer may be removed, either with or without cause, by an
affirmative vote of the majority of the Board of Directors at any regular or
special meeting of the board or, except in the case of an officer chosen by the
Board of Directors, by any officer upon whom such power of removal may be
conferred by the Board of Directors.

           Any officer may resign at any time by giving written notice to the
corporation.  Any resignation shall take effect at the date of the receipt of
that notice or at any later time specified in that notice; and, unless
otherwise specified in that notice, the acceptance of the resignation shall not
be necessary to make it effective. Any resignation is without prejudice to the
rights, if any, of the corporation under any contract to which the officer is a
party.

           5.5     VACANCIES IN OFFICES

           Any vacancy occurring in any office of the corporation shall be
filled in the manner prescribed in these bylaws for regular appointments to
that office.

           5.6     CHAIRMAN OF THE BOARD

           The Chairman of the Board, if such an officer be elected and unless
otherwise designated by the Board of Directors, shall, if present, preside at
meetings of the Board of Directors.  In addition, such officer shall exercise
and perform such other powers and duties as may from time to time be assigned
to him by the Board of Directors or as may be prescribed by these bylaws.  If
so designated by the Board of Directors, then the Chairman of the Board shall
also be the Chief Executive Officer of the corporation and shall have the
powers and duties prescribed in Section 5.7 of these bylaws.

           5.7     PRESIDENT

           Subject to such powers and duties, if any, as may be given by the
Board of Directors to the Chairman of the Board or any vice chairman, 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 the officers of
the corporation.  The President shall preside at all meetings of the
stockholders and, in the absence or nonexistence of a Chairman of the Board or
if otherwise designated by the Board of Directors, at all meetings of the Board
of Directors.  The President 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.





                                       14
<PAGE>   18
           5.8     VICE PRESIDENTS

           In the absence or disability of the Chairman of the Board, any vice
chairman and the President, the Vice Presidents, if any, in order of their rank
as fixed by the Board of Directors or, if not ranked, a vice president
designated by the board of directors, shall perform all the duties of the
president and when so acting shall have all the powers of, and be subject to
all the restrictions upon, the president.  The vice presidents shall have such
other powers and perform such other duties as from time to time may be
prescribed for them respectively by the Board of Directors, these bylaws, the
President or the Chairman of the Board.

           5.9     SECRETARY

           The Secretary shall keep or cause to be kept, at the principal
executive office of the corporation or such other place as the Board of
Directors may direct, a book of minutes of all meetings and actions of
directors, committees of directors, and stockholders.  The minutes shall show
the time and place of each meeting, whether regular or special (and, if
special, how authorized and the notice given), the names of those present at
directors' meetings or committee meetings, the number of shares present or
represented at stockholders' meetings, and the proceedings thereof.

           The Secretary shall keep, or cause to be kept, at the principal
executive office of the corporation or at the office of the corporation's
transfer agent or registrar, as determined by resolution of the Board of
Directors, a share register, or a duplicate share register, showing the names
of all stockholders and their addresses, the number and classes of shares held
by each, the number and date of certificates evidencing such shares, and the
number and date of cancellation of every certificate surrendered for
cancellation.

           The Secretary shall give, or cause to be given, notice of all
meetings of the stockholders and of the Board of Directors required to be given
by law or by these bylaws.  The Secretary shall keep the seal of the
corporation, if one be adopted, in safe custody and shall have such other
powers and perform such other duties as may be prescribed by the Board of
Directors or by these bylaws.

           5.10    CHIEF FINANCIAL OFFICER

           The Chief Financial Officer shall keep and maintain, or cause to be
kept and maintained, adequate and correct books and records of accounts of the
properties and business transactions of the corporation, including accounts of
its assets, liabilities, receipts, disbursements, gains, losses, capital
retained earnings, and shares. The books of account shall at all reasonable
times be open to inspection by any director.

           The Chief Financial Officer shall deposit all moneys and other
valuables in the name and to the credit of the corporation with such
depositories as may be designated by the Board of Directors. The Chief
Financial Officer shall disburse the funds of the corporation as may be ordered
by the Board of Directors, shall render to the Chief Executive Officer and
directors, whenever they request it, an account of all his or her transactions
as Chief Financial Officer and of the financial condition of





                                       15
<PAGE>   19
the corporation, and shall have other powers and perform such other duties as
may be prescribed by the Board of Directors or these bylaws.

           The Chief Financial Officer shall be the Treasurer of the
corporation unless otherwise designated by the Board of Directors.

           5.11    ASSISTANT SECRETARY

           The Assistant Secretary, or, if there is more than one, the
Assistant Secretaries in the order determined by the stockholders or Board of
Directors (or if there be no such determination, then in the order of their
election) shall, in the absence of the Secretary or in the event of his or her
inability or refusal to act, perform the duties and exercise the powers of the
secretary and shall perform such other duties and have such other powers as may
be prescribed by the Board of Directors or these bylaws.

           5.12    ASSISTANT TREASURER

           The Assistant Treasurer, or, if there is more than one, the
Assistant Treasurers, in the order determined by the stockholders or Board of
Directors (or if there be no such determination, then in the order of their
election), shall, in the absence of the Chief Financial Officer or in the event
of his or her inability or refusal to act, perform the duties and exercise the
powers of the Chief Financial Officer and shall perform such other duties and
have such other powers as may be prescribed by the Board of Directors or these
bylaws.

           5.13    REPRESENTATION OF SHARES OF OTHER CORPORATIONS

           The Chairman of the Board, the President, any Vice President, the
Chief Financial Officer, the Secretary or Assistant Secretary of this
corporation, or any other person authorized by the Board of Directors or the
President or a vice president, is authorized to vote, represent, and exercise
on behalf of this corporation all rights incident to any and all shares of any
other corporation or corporations standing in the name of this corporation.
The authority granted herein may be exercised either by such person directly or
by any other person authorized to do so by proxy or power of attorney duly
executed by such person having the authority.

           5.14    AUTHORITY AND DUTIES OF OFFICERS

           In addition to the foregoing authority and duties, all officers of
the corporation shall respectively have such authority and perform such duties
in the management of the business of the corporation as may be designated from
time to time by the Board of Directors or the stockholders.





                                       16
<PAGE>   20
                                   ARTICLE VI

                                   INDEMNITY

           6.1     INDEMNIFICATION OF DIRECTORS AND OFFICERS

           The corporation shall, to the maximum extent and in the manner
permitted by the General Corporation Law of Delaware, as the same now exists or
may hereafter be amended, indemnify any person against expenses (including
attorneys' fees), judgments, fines, settlements, and other amounts actually and
reasonably incurred in connection with any proceeding, arising by reason of the
fact that such person is or was an agent of the corporation. For purposes of
this Section 6.1, a "director" or "officer" of the corporation includes any
person (i) who is or was a director or officer of the corporation, (ii) who 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, or
(iii) who was a director or officer of a corporation that was a predecessor
corporation of the corporation or of another enterprise at the request of such
predecessor corporation.

           The corporation shall be required to indemnify a director or officer
in connection with an action, suit, or proceeding (or part thereof) initiated
by such director or officer only if the initiation of such action, suit, or
proceeding (or part thereof) by the director or officer was authorized by the
Board of Directors of the corporation.

           The corporation shall pay the expenses (including attorney's fees)
incurred by a director or officer of the corporation entitled to
indemnification hereunder in defending any action, suit, or proceeding referred
to in this Section 6.1 in advance of its final disposition; provided, however,
that payment of expenses incurred by a director or officer of the corporation
in advance of the final disposition of such action, suit or proceeding shall be
made only upon receipt of an undertaking by a director or officer to repay all
amounts advanced if it should ultimately by determined that the director or
officer is not entitled to be indemnified under this Section 6.1 or otherwise.

           The rights conferred on any person by this Article shall not be
exclusive of any other rights which such person may have or hereafter acquire
under any statute, provision of the corporation's Certificate of Incorporation,
these bylaws, agreement, vote of the stockholders or disinterested directors or
otherwise.

           Any repeal or modification of the foregoing provisions of this
Article shall not adversely affect any right or protection hereunder or any
person in respect of any act or omission occurring prior to the time of such
repeal or modification.

           6.2     INDEMNIFICATION OF OTHERS

           The corporation shall have the power, to the extent and in the
manner permitted by the General Corporation Law of Delaware, to indemnify each
of its employees and agents (other than directors and officers) against
expenses (including attorney's fees), judgments, fines, settlements, and





                                       17
<PAGE>   21
other amounts actually and reasonably incurred in connection with any
proceeding arising by reason of the fact that such person is or was an agent of
the corporation.  For purposes of this Section 6.2, an "employee" or "agent" of
the corporation (other than a director or officer) includes any person (i) who
is or was an employee or agent of the corporation, (ii) who is or was serving
at the request of the corporation as an employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, or (iii)
who was an employee or agent of a corporation which was a predecessor
corporation of the corporation or of another enterprise at the request of such
predecessor corporation.

           6.3     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 to indemnify him against such liability under
the provisions of the General Corporation Law of Delaware.

           6.4     SAVINGS CLAUSE

           If this Article or any portion thereof shall be invalidated on any
ground by any court of competent jurisdiction, then the corporation shall
nevertheless indemnify each Agent against expenses (including attorney's fees),
judgements, fines and amounts paid in settlement with respect to any action,
suit, proceeding or investigation, whether civil, criminal or administrative,
and whether internal or external, including a grand jury proceeding and an
action or suit brought by or in the right of the corporation, to the full
extent permitted by any applicable portion of this Article that shall not have
been invalidated, or by any other applicable law.

           6.5     CONTINUATION OF INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

           The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article VI 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.





                                       18
<PAGE>   22
                                  ARTICLE VII

                              RECORDS AND REPORTS

           7.1     MAINTENANCE AND INSPECTION OF RECORDS

           The corporation shall, either at its principal executive officer or
at such place or places as designated by the Board of Directors, keep a record
of its stockholders listing their names and addresses and the number and class
of shares held by each stockholder, a copy of these bylaws as amended to date,
accounting books, and other records.

           Any stockholder of record, in person or by attorney or other agent,
shall, upon written demand under oath stating the purpose thereof, have the
right during the usual hours for business to inspect for any proper purpose the
corporation's stock ledger, a list of its stockholders, and its other books and
records and to make copies or extracts therefrom.  A proper purpose shall mean
a purpose reasonably related to such person's interest as a stockholder.  In
every instance where an attorney or other agent is the person who seeks the
right to inspection, the demand under oath shall be accompanied by a power of
attorney or such other writing that authorizes the attorney or other agent so
to act on behalf of the stockholder.  The demand under oath shall be directed
to the corporation at its registered office in Delaware or at its principal
place of business.

           The officer who has charge of the stock ledger of the corporation
shall prepare and make, at least ten (10) days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, showing the address of each
stockholder and the number of shares registered in the name of each
stockholder.  Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten (10) days prior to the meeting, either at a place within
the city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place where the meeting
is to be held.  The list shall also be produced and kept at the time and place
of the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.

           7.2     INSPECTION BY DIRECTORS

           Any director shall have the right to examine the corporation's stock
ledger, a list of its stockholders, and its other books and records for a
purpose reasonably related to his position as a director.  The Court of
Chancery is hereby vested with the exclusive jurisdiction to determine whether
a director is entitled to the inspection sought.  The Court may summarily order
the corporation to permit the director to inspect any and all books and
records, the stock ledger, and the stock list and to make copies or extracts
therefrom.  The Court may, in its discretion, prescribe any limitations or
conditions with reference to the inspection, or award such other and further
relief as the Court may deem just and proper.





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<PAGE>   23
           7.3     ANNUAL STATEMENT TO STOCKHOLDERS

           The Board of Directors shall present at each annual meeting, and at
any special meeting of the stockholders when called for by vote of the
stockholders, a full and clear statement of the business and condition of the
corporation.


                                  ARTICLE VIII

                                GENERAL MATTERS

           8.1     CHECKS

           From time to time, the Board of Directors shall determine by
resolution which person or persons may sign or endorse all checks, drafts,
other orders for payment of money, notes or other evidences of indebtedness
that are issued in the name of or payable to the corporation, and only the
persons so authorized shall sign or endorse those instruments.

           8.2     EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS

           The Board of Directors, except as otherwise provided in these
bylaws, may authorize any officer or officers, or agent or agents, to enter
into any contract or execute any instrument in the name of and on behalf of the
corporation; such authority may be general or confined to specific instances.
Unless so authorized or ratified by the Board of Directors or within the agency
power of an officer, no officer, agent or employee shall have any power or
authority to bind the corporation by any contract or engagement or to pledge
its credit or to render it liable for any purpose or for any amount.

           8.3     STOCK CERTIFICATES; PARTLY PAID SHARES

           The shares of the corporation shall be represented by certificates,
provided that the Board of Directors of the corporation may provide by
resolution or resolutions that some or all of any or all classes or series of
its stock shall be uncertificated shares.  Any such resolution shall not apply
to shares represented by a certificate until such certificate is surrendered to
the corporation.  Notwithstanding the adoption of such a resolution by the
Board of Directors, every holder of stock represented by certificates and upon
request every holder of uncertificated shares shall be entitled to have a
certificate signed by, or in the name of the corporation by the Chairman or
Vice-Chairman of the Board of Directors, or the President or Vice-President,
and by the Chief Financial Officer or an assistant treasurer, or the Secretary
or an assistant secretary of such corporation representing the number of shares
registered in certificate form.  Any or all of the signatures on the
certificate may be a facsimile.  In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a
certificate has 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 the person were such officer, transfer agent or registrar at the
date of issue.





                                       20
<PAGE>   24
           The corporation may issue the whole or any part of its shares as
partly paid and subject to call for the remainder of the consideration to be
paid therefor.  Upon the face or back of each stock certificate issued to
represent any such partly paid shares, or upon the books and records of the
corporation in the case of uncertificated partly paid shares, the total amount
of the consideration to be paid therefor and the amount paid thereon shall be
stated.  Upon the declaration of any dividend on fully paid shares, the
corporation shall declare a dividend upon partly paid shares of the same class,
but only upon the basis of the percentage of the consideration actually paid
thereon.

           8.4     SPECIAL DESIGNATION ON CERTIFICATES

           If the corporation is authorized to issue more than one class of
stock or more than one series of any class, then the powers, the designations,
the preferences, and the relative, participating, optional or other special
rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights shall be set
forth in full or summarized on the face or back of the certificate that the
corporation shall issue to represent such class or series of stock; provided,
however, that, except as otherwise provided in Section 202 of the General
Corporation Law of Delaware, in lieu of the foregoing requirements there may be
set forth on the face or back of the certificate that the corporation shall
issue to represent such class or series of stock a statement that the
corporation will furnish without charge to each stockholder who so requests the
powers, the designations, the preferences, and the relative, participating,
optional or other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such preferences and/or
rights.

           8.5     LOST CERTIFICATES

           Except as provided in this Section 8.5, no new certificates for
shares shall be issued to replace a previously issued certificate unless the
latter is surrendered to the corporation and canceled at the same time.  The
corporation may issue a new certificate of stock or uncertificated shares in
the place of any certificate theretofore issued by it, alleged to have been
lost, stolen or destroyed, and the corporation may require the owner of the
lost, stolen or destroyed certificate, or the owner's legal representative, to
give the corporation a bond sufficient to indemnify it against any claim that
may be made against it on account of the alleged loss, theft or destruction of
any such certificate or the issuance of such new certificate or uncertificated
shares.

           8.6     CONSTRUCTION; DEFINITIONS

           Unless the context requires otherwise, the general provisions, rules
of construction, and definitions in the Delaware General Corporation Law shall
govern the construction of these bylaws.  Without limiting the generality of
this provision, the singular number includes the plural, the plural number
includes the singular, and the term "person" includes both a corporation and a
natural person.





                                       21
<PAGE>   25
           8.7     DIVIDENDS

           The directors of the corporation, subject to any restrictions
contained in (i) the General Corporation Law of Delaware or (ii) the
certificate of incorporation, may declare and pay dividends upon the shares of
its capital stock.  Dividends may be paid in cash, in property, or in shares of
the corporation's capital stock.

           The directors of the corporation may set apart out of any of the
funds of the corporation available for dividends a reserve or reserves for any
proper purpose and may abolish any such reserve. Such purposes shall include
but not be limited to equalizing dividends, repairing or maintaining any
property of the corporation, and meeting contingencies.

           8.8     FISCAL YEAR

           The fiscal year of the corporation shall be fixed by resolution of
the Board of Directors and may be changed by the Board of Directors.

           8.9     SEAL

           The corporation may adopt a corporate seal, which shall be adopted
and which may be altered by the Board of Directors, and may use the same by
causing it or a facsimile thereof to be impressed or affixed or in any other
manner reproduced.

           8.10    TRANSFER OF STOCK

           Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignation or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate, and record the transaction in its books.

           8.11    STOCK TRANSFER AGREEMENTS

           The corporation shall have power to enter into and perform any
agreement with any number of stockholders of any one or more classes of stock
of the corporation to restrict the transfer of shares of stock of the
corporation of any one or more classes owned by such stockholders in any manner
not prohibited by the General Corporation Law of Delaware.

           8.12    REGISTERED STOCKHOLDERS

           The corporation shall be entitled to recognize the exclusive right
of a person registered on its books as the owner of shares to receive dividends
and to vote as such owner, shall be entitled to hold liable for calls and
assessments the person registered on its books as the owner of shares, and
shall not be bound to recognize any equitable or other claim to or interest in
such share or shares on





                                       22
<PAGE>   26
the part of another person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of Delaware.


                                   ARTICLE IX

                                   AMENDMENTS

           Subject to any voting requirements set forth in the corporation's
certificate of incorporation, the bylaws of the corporation may be adopted,
amended or repealed by the stockholders entitled to vote; provided, however,
that the corporation may, in its certificate of incorporation, confer the power
to adopt, amend or repeal bylaws upon the directors. The fact that such power
has been so conferred upon the directors shall not divest the stockholders of
the power, nor limit their power to adopt, amend or repeal bylaws.





                                       23
<PAGE>   27



             CERTIFICATE OF ADOPTION OF AMENDED AND RESTATED BYLAWS

                                       OF

                           NEW ERA OF NETWORKS, INC.



                      Certificate by Secretary of Adoption


           The undersigned hereby certifies that he is the duly elected,
qualified, and acting Assistant Secretary of New Era of Networks, Inc. and that
the foregoing Amended and Restated Bylaws, comprising 22 pages, were ratified
as the Bylaws of the corporation by the unanimous written consent of the Board
of Directors effective as of February 2, 1998.

           IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Adoption of Amended and Restated Bylaws on March 25, 1998.


                                        By: /s/ Leonard M. Goldstein
                                           ----------------------------
                                                Leonard M. Goldstein
                                                Secretary