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                                                                     EXHIBIT 3.2


                        CALIFORNIA STEEL INDUSTRIES, INC.
                            (a Delaware Corporation)


                                    BYLAWS


                                   ARTICLE I

                                    OFFICES

              SECTION 1.01  Registered Office.   The registered office of
                            -----------------
California Steel Industries, Inc. (hereinafter called the Company) in the State
of Delaware shall be at 306 South State Street, City of Dover, and the name of
the registered agent in charge thereof shall be The Corporation Trust Company.

              SECTION 1.02  Other Offices.  The Company shall have a principal
                            --------------
office in Fontana, California. The Company may also have an office or offices at
such other place or places, either within or without the State of Delaware, as
the Board of Directors (hereinafter called the Board) may from time to time
determine and as the business of the Company may require.

                                   ARTICLE II

                            MEETING OF SHAREHOLDERS

              SECTION 2.01  Annual Meetings.  Annual meetings of the
                            ---------------
shareholders of the Company for the purpose of electing Directors and for the
transaction of such other proper business as may come before such meetings may
be held as the Board shall determine by resolution no later than the end of
March of each year.

              SECTION 2.02  Special  Meetings.  A special meeting of the
                            -----------------
shareholders for the transaction of any proper business may be called at any
time by the Chairman of the Board upon resolution of the Board or upon the
written request of any shareholder.

              SECTION 2.03  Place of Meetings.  All meetings of the
                            -----------------
shareholders shall be held at such time, date, and place, within or without the
State of Delaware, as may from time to time be designated by the Board.

              SECTION 2.04  Notice of Meeting, Etc.  Except as otherwise
                            ----------------------
required by law, notice of each meeting of the shareholders, whether annual or
special, shall be given not less than fifteen (15) days before the date of the
meeting to each shareholder of record entitled to vote at such meeting by
delivering a written notice thereof to him or her. Such notice may be given by
telefax, telex or air mail, directed to him or her at his or her address
registered on the books of the Company or, if he or she shall not have furnished
the address, then at his or her post office address last known to the Secretary.
Except as otherwise expressly required by law, no publication of any notice of a
meeting of the shareholders shall be required. Every notice of a meeting of the
shareholders shall state the place, date and hour of the meeting and, in the
case of a special meeting, shall also state the purpose or purposes for which
such meeting is called. Notice of any meeting of shareholders shall not be
required to be given to any shareholder who shall have waived such notice and
such notice shall be deemed waived by any shareholder who shall attend such
meeting in person or by proxy, except as a shareholder who shall attend such
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
covened. Except as otherwise expressly required by law, notice of any adjourned
meeting of the shareholders need not be given if the time and place thereof are
announced at the meeting at which the adjournment is taken.

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            SECTION 2.05  Quorum. Meetings of the shareholders shall be
                          ------
legally convened only when all shareholders are present or legally represented
by their respective agents and decisions thereof shall only be made by
unanimous vote of the shareholders.

            SECTION 2.06  Voting. (a) Each shareholder shall, at each meeting
                          ------
of the shareholders, be entitled to vote in person or by proxy each share or
fractional share of the stock of the Company having voting rights on the matter
in question and which shall have been held by him or her and registered in his
or her name on the books of the Company (i) On the date fixed pursuant to
Section 9.05 of these Bylaws as the record date for the determination of
shareholders entitled to notice of and to vote at such meeting, or, (ii) If no
such record date shall have been so fixed, then (a) at the close of business on
the day next preceding the day on which notice of the meeting shall be given or,
(b) if notice of the meeting shall be waived, at the close of business on the
day next preceding the day on which the meeting shall be held.

             (b)  Shares of its own stock belonging to the Company or to another
corporation, if a majority of the shares entitled to vote in the election of
Directors in such other corporation is held directly or indirectly, by the
Company, shall neither be entitled to vote nor be counted for quorum purposes.
Persons holding stock of the Company in a fiduciary capacity shall be entitled
to vote such stock. Persons whose stock is pledged shall be entitled to vote,
unless in the transfer by the pledgor on the books of the Company he or she
shall have expressly empowered the pledgee to vote thereon, in which case only
the pledgee or his or her proxy may represent such stock and vote thereon. Stock
having voting power standing of record in the names of two (2) or more persons,
whether fiduciaries, members of a partnership, joint tenants in common, tenants
by entirety or otherwise, or with respect to which two (2) or more persons have
the same fiduciary relationship, shall be voted in accordance with the
provisions of the General Corporation Law of the State of Delaware.

             (c)  Any such voting rights may be exercised by the shareholder
entitled thereto in person or by his or her proxy appointed by an instrument in
writing, subscribed by such shareholder or by his or her attorney thereunto
authorized and delivered to the secretary of the meeting, provided, however,
that no proxy shall be voted or acted upon after one (1) year from its date
unless said proxy shall provide for a longer period. The attendance at any
meeting of a shareholder who may theretofore have given a proxy shall not have
the effect of revoking the same unless he or she shall in writing so notify the
secretary of the meeting prior to the voting of the proxy. At any meeting of the
shareholders all matters, except as otherwise provided in the Certificate of
Incorporation, in these Bylaws or by law, shall be decided by the unanimous vote
of the shareholders present in person or by proxy and entitled to vote thereat
and thereon, a quorum being present. The vote at any meeting of the shareholders
on any question need not be by ballot, unless so directed by the chairman of the
meeting. On a vote by ballot each ballot shall be signed by the shareholder
voting, or by his or her proxy, if there be such proxy, and it shall state the
number of shares voted.

            SECTION 2.07  List of  Shareholders.  The Secretary of the
                          ---------------------
Company shall prepare and make, at least ten (10) days before every meeting of
shareholders, a complete list of the shareholders entitled to vote at the
meeting, arranged in alphabetical order and showing the address of each
shareholder and the number of shares registered in the name of each shareholder.
Such list shall be open to examination by any shareholder 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 shareholder who is
present.

            SECTION 2.08. Purpose of Shareholders  Meetings.  The meetings of
                          ---------------------------------
shareholders shall establish the general policies and guidelines for the
administration of the Company and shall deliberate and decide on the matters
specified below:

            (1)  Change in the business purposes of the Company;

            (2)  Dissolution or liquidation of the Company, or merger or
                 consolidation of the Company with any other corporation or
                 entity;

            (3)  Disposition of the whole or an important part of the business
                 or assets of the Company;

            (4)  Acquisition of the whole or any important part of the business
                 or assets of any other corporation or entity;

            (5)  Establishment of a subsidiary company of the Company or
                 acquisition of the capital stock of any other entity;

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              (6)  Amendment of the Certificate of Incorporation and Bylaws of
                   the Company;

              (7)  Increase or decrease of the capital stock of the Company;

              (8)  Redemption of the preferred stock or conversion of the
                   preferred stock into the common stock;

              (9)  Issuance of debentures convertible to stocks;

              (10) Appointment of the Board of the Company;

              (11) Medium-term business plan of the Company including investment
                   plan and its annual revisions;

              (12) Investment for improvement or expansion of the Company in
                   excess of two million U.S. dollars (U.S. $2,000,000);

              (13) Contracts for leasing out the whole or any important part of
                   the business or assets of the Company;

              (14) Dispositions of profit or dealing with losses of the Company;

              (15) The Board's annual report and annual audited financial
                   statement of the Company;

                                   ARTICLE III

                              CONSULTATIVE COUNCIL

              SECTION 3.01  Purpose and Number.  The Consultative Council is a
                            ------------------
high level decision board which shall decide on all relevant matters submitted
to it by all or any shareholder, and shall specifically resolve any deadlock
among the Directors of the Company with respect to any issue under the functions
of the Board. The Consultative Council shall be constituted of two (2) members,
jointly appointed by the shareholders for a term of two (2) years. If there are
only two shareholders with equal number of stocks, each one of the shareholders
shall appoint one (1) Consultative Council member.

              SECTION 3.02  Meetings. The Consultative Council shall meet
                            --------
whenever convened by any of its members or called by the Chairman of the Board,
at the request of all or any shareholder. The decisions of the Consultative
Council shall always be taken by the unanimous affirmative votes of its members.

              SECTION 3.03  Arbitration.  Any dispute, deadlock, controversy or
                            -----------
claim not resolved at the Consultative Council shall be settled by arbitration
in accordance with the American Arbitration Association rules then in effect. In
any such arbitration proceeding there shall be three (3) arbitrators. Each Party
shall appoint one (1) arbitrator and the two (2) arbitrators so appointed shall
appoint the third arbitrator who shall act as chairman of the arbitration
tribunal. The arbitration proceeding shall be conducted in Los Angeles,
California. The award of such arbitration shall be final and binding upon the
parties.

                                   ARTICLE IV

                               BOARD OF DIRECTORS

              SECTION 4.01  General Powers.  Subject to the provisions
                            --------------
contained in Article II and III, the Board shall establish the general policies
and guidelines for the administration of the Company. The business and affair of
the Company shall be managed under the direction of the Board.

              SECTION 4.02  Number and Term of Office.  The number of Directors
                            -------------------------
shall be five (5). Directors need not be shareholders. Each of the Directors of
the Company shall hold office for one (1) year and this term shall extend until
his successor shall have been duly elected and qualified or until he shall
resign or have been removed in the manner hereinafter

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provided.

              SECTION 4.03 Election of Directors. The Directors shall be
                           ---------------------
elected annually by the shareholders of the Company and the persons receiving
the greatest number of votes, up to the number of Directors to be elected, shall
be the Directors.

              SECTION 4.04 Resignations. Any Director of the Company may
                           ------------
resign at any time by giving written notice to the Board or to the Secretary of
the Company. Any such resignation shall take effect at the time specified
therein or, if the time be not specified, it shall take effect immediately upon
its receipt and unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

              SECTION 4.05 Vacancies. Except as otherwise provided in the
                           ---------
Certificate of Incorporation, any vacancy in the Board, whether because of
death, resignation, disqualification, an increase in the number of Directors, or
any other cause, may be filled in accordance with Section 4.02 and 4.03. Each
replacement Director so chosen to fill a vacancy shall hold office until his
successor shall have been elected and shall qualify or until he shall resign or
shall have been removed in the manner hereinafter provided.

              SECTION 4.06 Notice, Place of Meeting, Etc. The Chairman of
                           -----------------------------
the Board shall call and preside at all meetings of the Board. Calls for any
meeting of the Board shall be given by the Secretary to each Director in writing
at least five (5) days before the day on which the meeting is to be held, unless
all the members waive the right to such prior notice. The meetings shall take
place at the head office of the company in Fontana, CA or anywhere agreed upon
by four (4) affirmative votes of the Directors. Directors may participate in any
regular or special meeting of the Board by means of conference telephone or
similar communications equipment, subject to the terms and conditions to be
established by the Board.

              SECTION 4.07 Regular Meetings. Regular meetings of the Board
                           ----------------
may be held every quarter at such times as the Board shall from time to time by
resolution determine. If any day fixed for a regular meeting shall be a legal
holiday at the place where the meeting is to be held, then the meeting shall be
held at the same hour and place on the next succeeding business day that is not
a legal holiday.

              SECTION 4.08 Special Meetings. Special meetings of the Board
                           ----------------
shall be held whenever called by the Chairman at his own initiative or upon
request of any Director. Except as otherwise provided by law or by these Bylaws,
notice of the time, place and purpose of each such special meeting shall be
given in writing sent to each Director, addressed to him at his residence or
usual place of business, at least five (5) days before the day on which the
meeting is to be held. Notice of any meeting of the Board shall not be required
to be given to any Director who is present at such meeting, except a Director
who shall attend such 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.

              SECTION 4.09 Quorum and Manner of Acting. Except as otherwise
                           ---------------------------
provided in these Bylaws or by law, the presence of four (4) Directors shall be
required to constitute a quorum for the transaction of business at any meeting
of the Board, and all matters shall be decided at any such meeting, in which a
quorum is present, by the affirmative votes of four of the Directors present. In
the absence of a quorum, a majority of Directors present at any meeting may
adjourn the same from time to time until a quorum shall be present. Notice of
any adjourned meeting need not be given. The Directors shall act only as a
Board, and the individual Directors shall have no power as such. In the event of
a deadlock between the Directors with respect to any issue under its directions,
the matter shall be submitted to the Consultative Council. Should the deadlock
be not resolved at the Consultative Council, any of the parties may resort to
the arbitration procedure as stipulated in Section 3.03 hereof.

              SECTION 4.10 Action by Consent. Any action required or
                           -----------------
permitted to be taken at any meeting of the Board, or of any committee thereof,
may be taken without a meeting if a written consent thereto is signed by all
members of the Board or of such committee, as the case may be. Such written
consent shall be filed with the minutes of proceedings of the Board.

              SECTION 4.11 Removal of Directors. Subject to the provisions
                           --------------------
of the Certificate of Incorporation, any Director may be removed at any time,
either with or without cause, by the affirmative vote of the shareholders having
a majority of the voting power of the Company given at a special meeting of the
shareholders called for such purpose.

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              SECTION  4.12  Compensation.  The Directors shall receive only
                             ------------
such compensation for their services as Directors, as may be allowed by
resolution at any of the meetings of the shareholders. The board may provide
that the Company shall reimburse each such Director for any expense incurred by
him on account of his attendance at any meetings of the Board or committees of
the Board. Neither the payment of such compensation nor the reimbursement of
such expenses shall be construed to preclude any Director from serving the
Company or its subsidiaries in any other capacity and receiving compensation
therefore.

              SECTION 4.13 Specified Powers of the Board.
                            -----------------------------

              The Board shall deliberate and decide on the matters specified
below:

              (1) The Board shall deliberate matters listed in Section 2.08
                  hereof and propose them for the approval of the shareholders;

              (2) Establishment of the Medium-Term Business Plan of the Company
                  according to shareholders' strategies, and establishment of
                  the basic policy, annual plan and budget of the Company,
                  including production, sales, profit estimates, investment plan
                  and other budget related matters;

              (3) Investment for improvement or expansion of the plant of the
                  Company less than two million U.S. dollars (U.S. $2,000,000);

              (4) Establishment or change of:

                  i) the organizational structure, at the managers' level,
                     including branches or liaison offices of the Company;

                 ii) the internal regulations of the Company;

              (5) Appointment or removal of the officers and external auditors
                  of the Company;

              (6) Determination of detailed terms and conditions for the
                  receiving of personnel from each shareholder or its affiliated
                  companies;

              (7) Engagement of outside certified public accountant(s),
                  counsel(s), and consultant(s);

              (8) Creation of advisory and other Board committees;

              (9) Appointment of authorized signer(s) of the Company with
                  respect to contracts, checks or any other documents;

              (10) General increase or decrease of the level of salary and wage
                   for employees and change of the salary/wage structure and
                   system;

              (11) Determination of the amount of contribution by the Company
                   for profit sharing plan of employees with prior consultation
                   with the shareholders;

              (12) Loans or prepayments or other financing agreements or
                   borrowing of money in excess of one million U.S. dollars
                   (U.S. $1,000,000), except draw-downs under already approved
                   loans or other financing agreements;

              (13) Creating a pledge or other encumbrance on the assets of the
                   Company in excess of five hundred thousand U.S. dollars
                   (U.S. $500,000);

              (14) Opening of credit in favor of a customer of the Company in
                   excess of five hundred thousand U.S. dollars (U.S. $500,000);

              (15) Settlement of a claim with customers, suppliers, or others,
                   in excess of two hundred thousand U.S.

                                       5

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                   dollars (U.S. $200,000);

              (16) Approval of policies and general conditions for the purchase
                   of slabs, ocean transportation, unloading transportation by
                   train and purchase of machinery and equipment, materials,
                   utilities and services, and for the sale of finished steel
                   products of the Company;

              (17) Approval of policies and general terms for the contracts not
                   specified in Paragraph (16) above in excess of five hundred
                   thousand U.S. dollars (U.S. $500,000);

              (18) Initiation and defense of legal and administrative
                   proceedings involving the Company, its Director(s), and/or
                   its officers, provided that in the case of initiation of such
                   proceedings the shareholders should previously be informed;

              (19) Any other business which may be submitted to the Board from
                   time to time, subject to the provisions of item 2.08 hereof.

              SECTION 4.14 Other Powers. Any powers other than those enumerated
                           ------------
in Section 4.13 above shall also be reserved for the Board, subject to the
provisions of item 2.08 hereof.

                                    ARTICLE V

                                    OFFICERS

              SECTION 5.01 Number.  Subject to the requirements of applicable
                           ------
law, the officers of the Company shall be a President and such officers as may
be required by applicable law and appointed by the President and designated by
the Board and such other officers not required by law as may be appointed by the
President and designated by the Board (the number thereof and their respective
titles to be determined by the Board). The powers and duties of the President
and each officer shall be determined by applicable law or established by the
Board.

              SECTION 5.02 Election, Term of Office and Qualification. Each
                           ------------------------------------------
officer shall hold office for one year or until his successor shall have been
duly chosen and shall qualify, or until his resignation or removal in the manner
hereinafter provided.

              SECTION 5.03 Removal. Any officer of the Company may be removed
                           -------
at any time by resolution of the Board.

              SECTION 5.04 Resignations. Any officer may resign at any time by
                           ------------
giving written notice of his resignation to the Board or the Secretary of the
Company. Any such resignation shall take effect at the time specified therein
or, if the time be no specified, upon receipt thereof by the Board or the
Secretary, as the case may be; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

              SECTION 5.05  Vacancies and Absences. A vacancy in any office
                            ----------------------
because of death, resignation, removal, disqualification or other cause, may be
filled for the unexpired portion of the term thereof in the manner prescribed in
these Bylaws for regular appointments or elections to such office. In the case
of temporary absence or impediment of an officer, such officer shall appoint in
writing one of the other officers, who shall exercise, along with its own, the
function of the officer absent or under impediment.

              SECTION 5.06  The President. The President of the Company shall
                            -------------
have, subject to the control of the Board, general and active supervision and
management over the business of the Company and over its several officers,
agents and employees.

              SECTION 5.07  The Secretary. The Secretary shall be appointed by
                            -------------
the President, among the officers of the Company. The Secretary shall, if
present, record the proceedings of all meetings of the Board, of the
shareholders and of all committees of which a secretary shall not have been
appointed in one or more books provided for that purpose; he or she shall see
that all notices are duly given in accordance with these Bylaws and so required
by law; he or she shall be custodian of the seal of the Company and shall affix
and attest the seal to all documents to be executed on behalf of the Company
under

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its seal, and in general he or she shall perform all the duties incident to the
office of Secretary  and such other duties as may from time to time be assigned
to him or her by the Board.

              SECTION 5.08. Compensation. The compensation of the officers of
                            ------------
the Company shall be fixed from time to time by the Board. None of such officers
shall be prevented from receiving such compensation by reason of the fact that
he is also a Director of the Company. Nothing contained herein shall preclude
any officer from serving the Company, or any affiliated company, in any other
capacity and receiving such compensation by reason of the fact that he is also a
Director of the Company. Nothing contained herein shall preclude any officer
from serving the Company, or any affiliated company, in any other capacity and
receiving proper compensation therefor.

                                   ARTICLE VI

                                EXTERNAL AUDITORS

              SECTION 6.01 Selection of Auditors. External auditors shall be
                           ---------------------
designated by the Board prior to the close of business in each fiscal year, who
shall audit and examine the books of accounts of the Company and shall certify
to the Board and shareholders the annual balance of said books, which shall be
prepared at the close of each fiscal year. No Director or officer of the
Company, and no firm or corporation of which such Director or officer is a
member, shall be eligible to discharge the duties of the external auditors.

              SECTION 6.02  Compensation of Auditors. The compensation of the
                            ------------------------
external auditors shall be fixed by the Board.

                                   ARTICLE VII

                              INTERNAL ORGANIZATION

              SECTION 7.01  Organization. The internal organization of the
                            ------------
Company for performance of the day-to-day activities such as
departments/sections and the number of employees to be allocated to each
department/section, shall be established by the Board in due course, always
aiming at the most efficient performance.

              SECTION 7.02 Duties. The functions and duties of each
                           ------
department/section shall be defined in the internal regulations to be timely
approved by the Board.

              SECTION 7.03  Appointment of Managers.  Appointment of managers,
                            -----------------------
each of whom shall be the head of each department, shall be confirmed by the
Board based upon nomination made by the officer in charge of the respective
area.

                                  ARTICLE VIII

                 CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

              SECTION 8.01  Execution of Contracts. The Board, except as
                            ----------------------
otherwise provided in these Bylaws, may authorize any officer or officers, agent
or agents, to enter into any contract or execute any instrument in the name and
on behalf of the Company, and such authority may be general or confined to
specific instances; and, unless so authorized by the Board or by these Bylaws,
no officer, agent or employee shall have any power or authority to bind the
Company by any contract or engagement or to pledge its credit or to render it
liable for any purpose or in any amount.

              SECTION 8.02  Checks, Drafts, Etc. All Checks, drafts or other
                            -------------------
orders for payment, notes or other evidence of indebtedness issued in the name
of or payable to the Company, shall be signed or endorsed by such person or
persons and in such manner as, from time to time, shall be determined by
resolution of the Board. Each such officer, agent or attorney shall give such
bond, if any, as the Board may require.

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              SECTION 8.03  Deposits.  All funds of the Company not otherwise
                            --------
employed shall be deposited from time to time to the credit of the Company in
such banks, trust companies or other depositories as the Board may select. For
the purpose of deposit and for the purpose of collection for the account of the
Company, the President or any other officer or officers, agent or agents, or
attorney or attorneys of the Company who shall from time to time be determined
by the Board may endorse, assign and deliver checks, drafts and other orders for
the payment of money which are payable to the order of the Company.

              SECTION 8.04  General and Special Bank Accounts. The Board may
                            ---------------------------------
from time to time authorize the opening and keeping of general and special bank
accounts with such banks, trust companies or other depositories as the Board may
select. The Board may make such special rules and regulations with respect to
such bank accounts, not inconsistent with the provisions of these Bylaws, as it
may deem expedient.

                                   ARTICLE IX

                            SHARES AND THEIR TRANSFER

              SECTION 9.01  Certificates for Stock. Every owner of stock of the
                            ----------------------
Company shall be entitled to have a certificate or certificates to be in such
form as the Board shall prescribe, certifying the number and class of shares of
the stock of the Company owned by him or her. The certificates representing
shares of such stock shall be numbered in the order in which they shall be
issued and shall be signed in the name of the Company by the President or
another officer. Any of or all of the signatures on the certificates may be a
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon any such certificate, shall have
ceased to be such officer, transfer agent or registrar before such certificate
is issued, such certificate may nevertheless be issued by the Company with the
same effect as though the person who signed such certificate or whose facsimile
signature shall have been placed thereupon, were such officer, transfer agent or
registrar at the date of issue. A record shall be kept of the respective
names of the persons, firms or companies owning the stock represented by such
certificates, the number and class of shares represented by such certificates,
respectively, and the respective dates thereof, and in case of cancellation, the
respective dates of cancellation. Every certificate surrendered to the Company
for exchange or transfer shall be cancelled, and no new certificate shall be
issued in exchange for any existing certificate until such existing certificate
shall have been so cancelled, except in cases provided for in Section 9.04.

              SECTION 9.02  Transfers of Stock. Transfers of shares of stock of
                            ------------------
the Company shall be made only on the books of the Company by the registered
holder thereof, or by his attorney thereunto authorized by power of attorney
duly executed and filed with the Secretary, a transfer clerk or a transfer agent
appointed as provided in Section 9.03, and upon surrender of the certificates
for such shares properly endorsed and the payment of all taxes thereon. The
person in whose name shares of stock stand on the books of the Company shall be
deemed the owner thereof for all purposes as regards the Company. Whenever any
transfer of shares shall be made for collateral security, and not absolutely,
such fact shall be so expressed in the entry of transfer if, when the
certificate or certificates shall be presented to the Company for transfer, both
the transferor and the transferee request the Company to do so.

              SECTION 9.03  Regulations. The Board may make such rules and
                            -----------
regulations as it may deem expedient, not inconsistent with these Bylaws,
concerning the issue, transfer and registration of certificates for shares of
the stock of the Company. It may appoint or authorize any officer or officers to
appoint, one or more transfer clerks or one or more transfer agents and one or
more registrars, and may require all certificates for stock to bear the
signature or signatures of any of them.

              SECTION 9.04  Lost, Stolen, Destroyed, and Mutilated Certificates.
                            ---------------------------------------------------
In any case of loss, theft, destruction or mutilation of any certificate of
stock, another may be issued in its place upon proof of such loss, theft,
destruction or mutilation and, upon the giving of a bond of indemnity to the
Company in such form and in such sum as the Board may direct; provided, however,
that a new certificate may be issued without requiring any bond when, in the
judgment of the Board, it is proper to do so.

              SECTION 9.05  Fixing Date for Determination of Shareholders of
                            ------------------------------------------------
Record. In order that the Company may determine the shareholders entitled to
------
notice of or to vote at any meeting of shareholders 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
other change, conversion or exchange of stock or for the purpose of any other
lawful action, the Board may

                                       8

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fix, in advance, a record date, which shall not be more than sixty (60) nor less
than ten (10) days before the date of such meeting, nor more than sixty (60)
days prior to any other action. If in any case involving the determination of
shareholders for any purpose other than notice of or voting at a meeting of
shareholders, the Board shall not fix such a record date, the record date for
determining shareholders for such purpose shall be the close of business on the
day on which the Board shall adopt a resolution relating thereto. A
determination of shareholders entitled to notice of or to vote at a meeting of
shareholders shall apply to any adjournment of such meeting; provided, however,
that the Board may fix a new record date for such adjourned meeting.


                                    ARTICLE X

                                 INDEMNIFICATION

              SECTION 10.01  Action, Etc. other than by or in the Right of the
                             -------------------------------------------------
Company. The Company shall indemnify any person who was, is or 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 Company) by reason of the fact that he is or was a
Director, officer, employee or agent of the Company, or is or was serving at the
request of the Company as a Director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorney's 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 reasonably
believed to be in, or not opposed to, the best interests of the Company 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 Company and, with
respect to any criminal action or proceeding, that he had reasonable cause to
believe that his conduct was unlawful.

              SECTION 10.02  Actions, Etc. by or in the Right of the Company.
                             -----------------------------------------------
The Company shall indemnify any person who was, is or threatened to be made a
party to any threatened, pending or completed action or suit by or in the right
of the Company to procure a judgment in its favor by reason of the fact that he
is or was a Director, officer, employee or agent of the Company, or is or was
serving at the request of the Company as a Director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorney's 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 reasonably believed to be in or not opposed
to the best interests of the Company, 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 for negligence or misconduct in the performance of
his duty to the Company unless and only to the extent that the Court of Chancery
of the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as the Court of Chancery or such other court shall
deem proper.

              SECTION 10.03  Determination of Right of Indemnification. Any
                             -----------------------------------------
indemnification under Section 10.01 or 10.02 (unless ordered by a court) shall
be made by the Company only as authorized in the specific case upon a
determination that indemnification of the Director, officer, employee or agent
is proper in the circumstances because he has met the applicable standard of
conduct set forth in Section 10.01 and 10.02. Such determination shall be made
(i) by the Board 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 written opinion, or (iii) by the
shareholders.

              SECTION 10.04  Indemnification Against Expenses of Successful
                             ----------------------------------------------
Party. Notwithstanding the other provisions of this Article, to the extent that
-----
a Director, officer, employee or agent of the Company has been successful on the
merits, or otherwise, in defense of any action, suit or proceeding referred to
in Section 10.01 or 10.02 or in defense of any claim, issue or matter therein,
he shall be indemnified against expenses (including attorney's fees) actually
and reasonably incurred by him in connection therewith.

              SECTION 10.05  Prepaid Expenses. Expenses incurred by an officer
                             ----------------
or Director in defending a civil or criminal action, suit or proceeding may be
paid by the Company in advance of the final disposition of such action, suit or

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<PAGE>

proceeding as authorized by the Board in the specific case upon receipt of an
undertaking by or on behalf of the Director or officer to repay such amount
unless it shall ultimately be determined that he is entitled to be indemnified
by the Company as authorized in this Article. Such expenses incurred by other
employees and agents may be so paid upon such terms and conditions, if any, as
the Board deems appropriate.

              SECTION 10.06  Other Rights and Remedies. The indemnification
                             -------------------------
provided by this Article shall not be deemed exclusive of any other rights to
which those seeking indemnification may be entitled under any Bylaws, agreement
vote of shareholders or disinterested Directors, or otherwise, both as to action
in his official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a Director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such person.

              SECTION 10.07  Insurance. Upon resolution passed by the Board, the
                             ---------
Company may purchase and maintain insurance on behalf of any person who is or
was a Director, officer, employee or agent of the Company, or is or was serving
at the request of the Company 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 Company would
have the power to indemnify him against such liability under the provisions of
this Article.

              SECTION 10.08  Constituent Companies. For the purposes of this
                             ---------------------
Article, references to "the Company" include all constituent Companies absorbed
in a consolidation or merger as well as the resulting or surviving Company, so
that any person who is or was a Director, officer, employee or agent of such a
constituent Company or is or was serving at the request of such constituent
Company as a Director, officer, employee or agent of another Company,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under the provisions of this Article with respect to the resulting or
surviving Company as he would if he had served the resulting or surviving
Company in the same capacity.

              SECTION 10.09  Other Enterprises, Fines, and Servicing at
                             ------------------------------------------
Company's Request. For purposes of the Article references to "other enterprises"
-----------------
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the Company" shall include any service
as a Director, officer, employee or agent of the Company which imposes duties on
or involves services by, such Director, officer, employee, or agent with respect
to an employee benefit plan, its participants, or beneficiaries; and a person
who acted in good faith and in a manner reasonably believed to be in the
interest of the participants and beneficiaries of an employee benefit plan shall
be deemed to have acted in a manner "not opposed to the best interests of the
Company" as referred to in this Article.

                                   ARTICLE XI

                                  MISCELLANEOUS

              SECTION 11.01  Corporate Seal. The Board shall provide a
                             --------------
corporate seal, which shall be in the form of a circle and shall bear the name
of the Company and words and figures showing that the Company was incorporated
in the State of Delaware and the year of the incorporation.

              SECTION 11.02  Waiver of Notices. Whenever notice is required to
                             -----------------
be given by these Bylaws, the Certificate of Incorporation or by law, the person
entitled to said notice may waive such notice in writing, either before or after
the time stated therein, and such waiver shall be deemed equivalent to notice.

              SECTION 11.03  Amendments. These Bylaws may be altered, amended or
                             ----------
repeated and new Bylaws may be made by the shareholders, at any annual meeting
of the shareholders, without previous notice, or at any special meeting of the
shareholders, provided that the notice of such proposed amendment, modification,
repeal or adoption is given in the notice of the special meeting.

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