Exhibit 3.2  BYLAWS OF TITAN
MACHINERY INC.  ARTICLE
1.  OFFICES  The registered office of
the corporation shall be located at 160 Greentree Drive, Suite 101, in the
City of Dover, County of Kent, Delaware 19904. 
The corporation may also have offices and places of business at such
other places, within or without the State of Delaware, as the Board of
Directors may from time to time determine or the business of the corporation
may require.  ARTICLE
2.  MEETINGS
OF STOCKHOLDERS  2.1)          Time
and Place.  The annual meeting and
all special meetings of stockholders may be held at such time and place within
or without the State of Delaware as shall be stated in the notice of the
meeting or in a duly executed waiver of notice thereof.  The Board of Directors  may, in its sole discretion, determine that
stockholder meetings shall not be held at any place, but may instead be held
solely by means of remote communication in accordance with Section  211(a)(2) of
the Delaware General Corporation Law.  If
authorized by the Board of Directors in its sole discretion, and subject to
such guidelines and procedures as the Board of Directors may adopt,
stockholders and proxy holders not physically present at a meeting of
stockholders may, by means of remote communication (a) participate in a
meeting of stockholders; and (b) be deemed present in person and vote at a
meeting of stockholders whether such meeting is to be held at a designated
place or  solely by means of remote
communication; provided, that (i) the
corporation shall  implement reasonable
measures to verify that each person deemed present and permitted to vote at the
meeting by means of remote communication is a stockholder or proxy holder; (ii) 
the corporation shall implement reasonable measures to provide  such stockholders  and 
proxy  holders a reasonable
opportunity to participate in the meeting and to vote on matters  submitted to the stockholders, including an
opportunity to read or  hear the
proceedings of the meeting substantially concurrently with  such proceedings; and (iii) if any
stockholder or proxy holder  votes or
takes other action at the meeting  by
means of remote communication, a record of such vote or other  action 
shall  be maintained by the
corporation.  2.2)          Annual Meetings.  The annual meeting of stockholders shall be
held on such day of such month of each year as shall be determined by the Board
of Directors or, if the Board shall fail to act, by the Chief Executive Officer
or President.  At the annual meeting the
stockholders, voting as provided in the Certificate of Incorporation or by law
or in these Bylaws, shall elect directors and shall transact such other
business as may properly be brought before the meeting.  1


2.3)          Special Meetings.  A special meeting of the stockholders may be
called only as provided in the corporations Certificate of Incorporation
(including any certificates of designation filed pursuant thereto).  Only such business shall be conducted at a
special meeting of stockholders as shall have been brought before the meeting
pursuant to the corporations notice of meeting.  2.4)          Notice.  Written notice of the place, date and hour of
any annual or special meeting of stockholders shall be given personally or by
mail to each stockholder entitled to vote thereat, at such stockholders
address as it appears on the records of the corporation, not less than ten (10) nor
more than sixty (60) days prior to the meeting. 
Notice of any special meeting shall state the purpose or purposes for which
the meeting is called.  Notice  of  the
time, place and purpose  of  any meeting 
of stockholders may be waived in writing, either  before or 
after such meeting, and to the extent permitted by law, will be waived
by any stockholder by his attendance thereat, in person or by proxy.  Any stockholder so waiving notice of such
meeting shall be bound by the proceedings of any such meeting in all respects
as if due notice thereof had been given.  2.5)          Stockholder List.  The officer who has charge of the stock
ledger of the corporation shall prepare, 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 at least ten (10) days prior to the
meeting, at a place within the city where the meeting is to be held.  The list shall also be produced at the time
and place of the meeting, and open for inspection by any stockholder during the
meeting.  2.6)          Quorum and Adjourned Meetings.  The holders of a majority of all shares
outstanding and entitled to vote, represented either in person or by proxy,
shall constitute a quorum for the transaction of business at any annual or
special meeting of the stockholders.  In
case a quorum is not present or represented at any meeting of the stockholders,
the stockholders entitled to vote thereat present in person or represented by
proxy shall have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented; provided, however,
that if the adjournment is for more than thirty (30) days or if after the
adjournment a new record date is set for the adjourned session, notice of any
such adjourned session shall be given in the manner heretofore described.  At such adjourned meeting at which a quorum
shall be present or represented, any business may be transacted which might
have been transacted at the original meeting.  2.7)          Voting.  At each meeting of the stockholders, every
stockholder having the right to vote shall be entitled to vote in person or by
proxy.  Except as otherwise provided by
law or the Certificate of Incorporation, each stockholder of record shall be
entitled to one (1) vote for each share of stock having voting power
standing in his name on the books of the corporation.  Except as otherwise provided by law, the
Certificate of Incorporation or these Bylaws, all matters shall be determined
by vote of a majority of the shares present or represented at such meeting and
entitled to vote voting on such questions.  2


2.8)         Nominations and other Business.  (a)           Annual
Meetings of Stockholders.  (i)  Nominations of
persons for election to the Board of Directors of the corporation and the
proposal of business to be considered by the stockholders may be made at an
annual meeting of stockholders (A) by or at the direction of the Chairman
of the Board or the Board of Directors generally, (B) pursuant to the
corporations notice of meeting (or any supplement thereto) or (C) by any
stockholder of the corporation who is entitled to vote at the meeting and who
complies with the notice procedures set forth in clauses (ii) and (iii) of
this paragraph and who was a stockholder of record at the time such notice is delivered
to the Secretary of the corporation.  (ii)  For
nominations or other business to be properly brought before an annual meeting
by a stockholder, pursuant to clause (C) of paragraph 2.8 (a)(i) of
these  Bylaws (or before a special
meeting of stockholders pursuant to paragraph 2.8(b) of these Bylaws), the
stockholder must have given timely notice thereof in writing to the Secretary
of the corporation and any such proposed business other than the nominations of
persons for election to the Board of Directors must constitute a proper matter
for stockholder action.  To be timely, a stockholders notice shall be
delivered to the Secretary at the principal executive offices of the
corporation not less than one hundred and twenty days prior to the date of the
corporations proxy statement released to stockholders in connection with the
preceding years annual meeting; provided, however, that if the corporation did not hold an annual
meeting the preceding year or if the date of the annual meeting is changed by
more than thirty days from the date of the preceding years annual meeting, to
be timely, notice by the stockholder must be delivered not later than the close
of business on the tenth day following the day on which public notice of the
date of such annual meeting is made by the corporation.    In no event shall the adjournment of
an annual meeting commence a new time period for the giving of a stockholders
notice as described above.  Such stockholders notice shall set forth (A) as
to each person whom the stockholder proposes to nominate for election or
reelection as a director, all information relating to such person that is
required to be disclosed in solicitations of proxies for election of directors,
or is otherwise required, in each case pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended (the Exchange Act), in each case
including any successor rule or regulation thereto, including such persons
written consent to being named in the proxy statement as a nominee and to serving
as a director if elected; (B) as to any other business that the
stockholder proposes to bring before the meeting, a brief description of the
business desired to be brought before the meeting, the reasons for conducting
such business at the meeting and any material interest in such business of such
stockholder and of any beneficial owner on whose behalf the proposal is made;
and (C) as to the stockholder giving the notice and any beneficial owner
on whose behalf the nomination or proposal is made (1) the name and
address of such stockholder, as they appear on the corporations books, and the
name, address and phone number of such beneficial owner, (2) the number
and class of shares of capital stock of the corporation which are owned
beneficially and of record by such stockholder and such beneficial owner, (3) a
description of any and all arrangements or understandings between such
stockholder and such beneficial owner, (4)  3


a representation that the stockholder is a holder of
record of stock of the corporation entitled to vote at such meeting and intends
to appear in person or by proxy at the meeting to propose such business or
nomination, and (5) a representation whether the stockholder or the
beneficial owner, if any, intends or is part of a group which intends (A) to
deliver a proxy statement and/or form of proxy to holders of at least the
percentage of the corporations outstanding capital stock required to approve
or adopt the proposal or elect the nominee and/or (B) otherwise to solicit
proxies from stockholders in support of such proposal or nomination.  The
foregoing notice requirements shall be deemed satisfied by a stockholder if the
stockholder has notified the corporation of his or her intention to present a
proposal at an annual meeting in compliance with Rule l4a-8 (or any
successor thereof) promulgated under the Exchange Act and such stockholders
proposal has been included in a proxy statement that has been prepared by the
corporation to solicit proxies for such annual meeting.  The corporation
may require any proposed nominee to furnish such other information as it may
reasonably require to determine the eligibility of such proposed nominee to
serve as a director of the corporation.  (iii)  Notwithstanding
anything in the second sentence of paragraph 2.8(a)(ii) of these Bylaws to
the contrary, in the event that the number of directors to be elected to the
Board of Directors of the corporation is increased and there is no public
announcement made by the corporation naming all of the nominees for director or
specifying the size of the increased Board of Directors at least one hundred
and twenty days prior to the date of the corporations proxy statement released
to stockholders in connection with the preceding years annual meeting, a
stockholders notice under this paragraph shall also be considered timely, but
only with respect to nominees for any new positions created by such increase,
if it shall be delivered to the Secretary at the principal executive offices of
the corporation not later than the close of business on the tenth day following
the day on which such public announcement is first made by the corporation.  (b)          Special Meetings of Stockholders.  Only such business as shall have been brought
before the special meeting of the stockholders pursuant to the notice or waiver
of notice of the meeting shall be conducted at such meeting.  Nominations
of persons for election to the Board of Directors may be made at a special
meeting of stockholders at which directors are to be elected pursuant to the
notice or waiver of notice of the meeting (A) by or at the direction of
the Board of Directors or (B) provided that the Board of Directors has
determined that directors shall be elected pursuant to the corporations notice
of meeting, by any stockholder of the corporation who is entitled to vote at
the meeting, who complies with the notice procedures set forth in these Bylaws
and who is a stockholder of record at the time such notice is delivered to the
Secretary of the corporation.  Nominations by stockholders of persons for
election to the Board of Directors may be made at such special meeting of
stockholders if the stockholders notice as required by paragraph 2.8(a)(ii) of
these Bylaws shall be delivered to the Secretary at the principal executive
offices of the corporation within a reasonable time before the corporation
prints and mails its proxy materials in connection with such special meeting or
the tenth day following the day on which public announcement is first made of
the date of the special meeting and of the nominees proposed by the Board of
Directors to be  4


elected at such meeting.  In no event shall the
adjournment of a special meeting commence a new time period for the giving of a
stockholders notice as described above.  (c)           General.  (i) 
Other than as set forth in Section 3.8 of these Bylaws, only persons who
are nominated in accordance with the procedures set forth in these Bylaws shall
be eligible to serve as directors and only such business shall be conducted at
a meeting of stockholders as shall have been brought before the meeting in
accordance with the procedures set forth in these Bylaws.  Except as
otherwise provided by law or by the corporations Certificate of Incorporation,
as amended, the chairman of the meeting shall have the power and duty to
determine whether a nomination or any business proposed to be brought before
the meeting was made in accordance with the procedures set forth in these
Bylaws and, if any proposed nomination or business is not in compliance with
these Bylaws, to declare that such defective proposal or nomination shall be
disregarded.  (ii) 
The date and time of the opening and closing of the polls for each matter upon
which the stockholders will vote at a meeting shall be announced at the meeting
by the person presiding over the meeting.  The Board of Directors may
adopt by resolution such rules and regulations for the conduct of the
meeting of stockholders as it shall deem appropriate.  Except to the
extent inconsistent with such rules and regulations as adopted by the
Board of Directors, the person presiding over any meeting of stockholders shall
have the right and authority to convene and to adjourn the meeting, to
prescribe such rules, regulations and procedures and to do all such acts as, in
the judgment of such presiding person, are appropriate for the proper conduct
of the meeting.  (iii) 
In advance of any meeting of stockholders, the Board of Directors shall appoint
one or more inspectors to act at the meeting and make a written report thereof
and may designate one or more persons as alternate inspectors to replace any
inspector who fails to act.  If no inspector or alternate is able to act
at a meeting of stockholders, the person presiding at the meeting shall appoint
one or more inspectors to act at the meeting.  Each inspector, before
entering upon the discharge of his duties, shall take and sign an oath
faithfully to execute the duties of inspector with strict impartiality and
according to the best of his ability and may perform such other duties not
inconsistent herewith as may be requested by the corporation.  (iv) 
For purposes of these Bylaws, public announcement shall mean disclosure in a
press release reported by the Dow Jones News Service, PR Newswire, Associated
Press or comparable national news service or in a document publicly filed by
the corporation with the Securities and Exchange Commission pursuant to Section 13,
14, or 15(d) of the Exchange Act.  (v)          
Notwithstanding the foregoing provisions of these Bylaws, a stockholder shall
also comply with all applicable requirements of the Exchange Act and the rules and
regulations thereunder with respect to the matters set forth in these
Bylaws.  Nothing in these Bylaws shall be deemed to affect any right of (A) a
stockholder to request inclusion of proposals in the corporations proxy
statement pursuant to Rule 14a-8 under the Exchange Act or (B) the
holders of any series of preferred stock to elect directors pursuant to any
applicable provisions of the Certificate of Incorporation, as amended.  5


2.9)         Order of Business.  The suggested order of business at the annual
meeting and, to the extent appropriate, at all other meetings of the
stockholders shall, unless modified by the presiding chairman, be:  (a)
  Call of roll(b)
  Proof of due notice of meeting or waiver of notice(c)
  Determination of existence of quorum(d)
  Reading and disposal of any unapproved minutes(e)
  Annual reports of officers and committees(f)
  Election of directors(g)
  Unfinished business(h)
  New business(i)
  Adjournment.  ARTICLE
3.  DIRECTORS  3.1)          Number, Election, Qualification and
Term of Office.  The Board of
Directors shall consist of three or more members.  The number of directors may be increased or
decreased from time to time exclusively by action of the Board of Directors; provided, that the number of directors shall not be decreased
below three. Except as provided in Section 3.2 of these Bylaws, directors
shall be elected by a plurality of the votes of the stockholders present in
person or represented by written proxy at the annual meeting. Each director so
elected shall hold office until the next annual stockholders meeting (or in
the case of a classified or staggered Board of Directors, until the annual
stockholders meeting at which such directors class is up for re-election) and
until said directors successor is duly elected and qualified, or until his or
her earlier death, resignation, or removal.  3.2)          Vacancies on Board of Directors.  Vacancies on the Board of Directors, whether
occurring by reason of death, resignation, disqualification or removal of a
director or from an increase in the number of directors, shall be filled in the
manner set forth in the corporations Certificate of Incorporation.  3.3)          Quorum and Voting.  A majority of the total number of directors
shall constitute a quorum for the transaction of business; provided,
however, that if any vacancies exist by
reason of death, resignation, disqualification, removal or otherwise, a
majority of the remaining directors shall constitute a quorum for the purpose
of filling of such vacancies.  Except as
otherwise required by law or the Certificate of Incorporation, the vote of a
majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors.  3.4)          Board Meeting; Place and Notice.  Meetings of the Board of Directors may be
held from time to time at any place within or without the State of Delaware
that the Board of Directors may designate. 
In the absence of designation by the Board of Directors, Board meetings
shall be held at the principal executive office of the corporation, except as
may be  6


otherwise unanimously
agreed orally, or in writing, or by attendance. 
Any director may call a Board meeting by giving notice to all directors
of the date and time of the meeting, which notice shall be given in sufficient
time for the convenient assembly of the directors thereat.  The notice need not state the purpose of the
meeting, and may be given by mail, telephone, telegram, email or other
electronic transmission or in person.  If
a meeting schedule is adopted by the Board, or if the date and time of a Board
meeting has been announced at a previous meeting, no notice is required.  3.5)          Compensation.  Directors and members of any committee of the
Board shall receive only such compensation therefor as may be determined from
time to time by resolution of the Board of Directors, or any authorized
committee thereof.  Nothing herein
contained shall be construed to exclude any director from serving the
corporation in any other capacity and receiving proper compensation therefor.  3.6)          Committees of the Board.  The Board of Directors may, by resolution
passed by a majority of the whole Board, designate one or more committees, each
to consist of one or more of the directors, each of which, to the extent
provided in such resolution, shall have and may exercise the authority of the
Board in the management of the business of the corporation, and may authorize
the seal of the corporation to be affixed to all papers which may require it.  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.  3.7)         Order of Business.  The suggested order of business at any
meeting of the Board of Directors shall, to the extent appropriate and unless
modified by the presiding chairman, be:  (a)
  Roll call(b)
  Proof of due notice of meeting or waiver of notice,
  or unanimous presence and declaration by Chief Executive Officer or President(c)
  Determination of existence of quorum(d)
  Reading and disposal of any unapproved minutes(e)
  Reports of officers and committees(f)
  Election of officers(g)
  Unfinished business(h)
  New business(i)
  Adjournment.  3.8)          Resignations and Removals.   Any director may resign at any time by
delivering his or her  written  resignation to the Secretary, such  resignation 
to specify  whether it will be
effective at a particular time,  upon
receipt by the Secretary or at the pleasure of 
the  Board  of Directors. 
If no such specification is made, it shall be  deemed effective t the pleasure of the Board
of Directors.  When one (1) or more
directors shall resign from the Board, 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  7


for the unexpired portion
of the  term of the director whose place
shall be vacated and until his or her successor shall have been duly elected
and qualified.  ARTICLE
4.  OFFICERS  4.1)          Number and Designation.  The Board of Directors shall elect a Chief
Executive Officer, a President, a Secretary and a Treasurer, and may elect or
appoint a Chairman of the Board, one or more Vice Presidents and such other
officers and agents as it may from time to time determine.  Any number of offices may be held by the same
person.  4.2)          Election, Term of Office and
Qualifications. Unless otherwise provided at the time of election or
appointment, each officer shall hold office until such officers successor is
elected or appointed and shall qualify or until such officers earlier death or
resignation; provided, however,
that any officer may be removed with or without cause by the affirmative vote
of a majority of the entire Board of Directors (without prejudice, however, to
any contract rights of such officer).  4.3)          Vacancies in Offices.  If there be a vacancy in any office of the
corporation, by reason of death, resignation, removal or otherwise, such
vacancy may be filled for the unexpired term by the Board of Directors.  4.4)          Chairman of the Board.  The Board of Directors may, in its
discretion, elect one of its number as Chairman of the Board.  Unless the Board shall otherwise decide, the
Chairman shall preside at all meetings of the stockholders and of the Board and
shall exercise general supervision and direction over the more significant
matters of policy affecting the affairs of the corporation, including
particularly its financial and fiscal affairs. 
The Chairman of the Board may call a meeting of the Board whenever the
Chairman deems it advisable.  4.5)          Chief Executive Officer.  The Chief Executive Officer shall have
general active management of the business of the corporation.  In the absence of the Chairman of the Board,
the Chief Executive Officer shall preside at all meetings of the stockholders
and Board of Directors.   The Chief
Executive Officer of the corporation and shall see that all orders and
resolutions are carried into effect.  4.6)          President.  The corporation may also have a President who
shall participate in the general active management of the business of the
corporation.  In the absence of the
Chairman of the Board and the Chief Executive Officer, the President shall
preside at all meetings of the stockholders and Board of Directors.   The President shall assist the Chief
Executive Officer of the corporation to see that all orders and resolutions are
carried into effect.  4.7)          Vice President.  Each Vice President shall have such powers
and shall perform such duties as may be specified in these Bylaws or prescribed
by the Board of Directors.  In the event
of absence or disability of the Chief Executive Officer and President, the
Board of  8


Directors may designate a
Vice President or Vice Presidents to succeed to the powers and duties of the
President until a successor President has been appointed and qualified.  4.8)          Secretary.  The Secretary shall be secretary of and shall
attend all meetings of the stockholders and Board of Directors.  The Secretary shall act as clerk and shall
record all the proceedings of such meetings in the minute book of the
corporation.  The Secretary shall give
proper notice of meetings of stockholders and directors.  The Secretary may, with the Chairman of the
Board, Chief Executive Officer, President or Vice President, sign all
certificates representing shares of the corporation and shall perform the
duties usually incident to the Secretarys office and such other duties as may
be prescribed by the Board of Directors from time to time.  4.9)          Treasurer.  The Treasurer shall keep accurate accounts of
all moneys of the corporation received or disbursed, and shall deposit all
moneys, drafts and checks in the name of and to the credit of the corporation
in such banks and depositories as the Board of Directors shall designate from
time to time.  The Treasurer shall have
power to endorse for deposit the funds of the corporation as authorized by the
Board of Directors.  The Treasurer shall
render to the Chairman of the Board, Chief Executive Officer, President and the
Board of Directors, whenever required, an account of all of the Treasurers
transactions as Treasurer and statements of the financial condition of the
corporation, and shall perform the duties usually incident to such office and
such other duties as may be prescribed by the Board of Directors from time to
time.  4.10)        Other Officers.  The Board of Directors may appoint one or
more Assistant Secretaries, one or more Assistant Treasurers, and such other
officers, agents and employees as the Board may deem advisable.  Each officer, agent or employee so appointed
shall hold office at the pleasure of the Board and shall perform such duties as
may be assigned by the Board, Chairman of the Board, Chief Executive Officer or
President.  ARTICLE
5.  SHARES
AND THEIR TRANSFER  5.1)Certificated or Uncertificated Stock.  Shares
of the corporation may be certificated, uncertificated, or a combination
thereof.  A certificate representing
shares of the corporation shall be in such form as the Board  may prescribe, certifying the number of
shares of stock of the corporation owned by such stockholder.  The certificates for such stock shall be
numbered (separately for each class) in the order in which they are issued and
shall, unless otherwise determined by the Board, be signed by the Chairman and
the Secretary or an Assistant Secretary of the corporation, if there be one.
Where a certificate is signed (1) by a transfer agent or an assistant
transfer agent, or (2) by a transfer clerk acting on behalf of the
corporation and a registrar, the signature of any such Chairman, Secretary or
Assistant Secretary may be facsimile. In case any officer or officers who have
signed, or whose facsimile signature or signatures have been used on any such
certificate or certificates shall cease to be such officer or officers of the
corporation before such certificate or certificates have been delivered by the
corporation, such certificate or certificates may nevertheless be adopted by
the corporation and be issued and delivered as though the person or persons who
signed such certificate or certificates or whose facsimile signature or
signatures have been used thereon had not ceased to be such officer or officers
of the corporation.  9


5.2)          Stock Record.  As used in these Bylaws, the term stockholder
shall mean the person, firm or corporation in whose name outstanding shares of
capital stock of the corporation are currently registered on the stock record
books of the corporation.  The
corporation shall keep, at its principal executive office or at another place
or places within the United States determined by the Board, a share register
not more than one year old containing the names and addresses of the
stockholders and the number and classes of shares held by each stockholder.  The corporation shall also keep at its
principal executive office or at another place or places within the United
States determined by the Board, a record of the dates on which certificates
representing shares were issued.  Every
certificate surrendered to the corporation for exchange or transfer shall be
cancelled and no new certificate or certificates shall be issued in exchange
for any existing certificate until such existing certificate shall have been so
cancelled (except as provided for in Section 5.4 of this Article 5).  5.3)          Transfer of Shares.  Transfer of shares on the books of the
corporation may be authorized only by the registered holder of such shares (or
the stockholders legal representative or duly authorized attorney in
fact).  In the case of shares represented
by a certificate, transfer of such shares shall only occur upon surrender of
the certificate duly endorsed, while transfer of uncertificated shares shall
only occur upon a stockholders compliance with such procedures the corporation
or its transfer agent may require.  5.4)          Lost Certificates.  In the event any stockholder claims that a
certificate of stock has been lost, stolen or destroyed, a duplicate
certificate may be issued in place thereof, upon such terms, including receipt
of a bond sufficient to indemnify the corporation against any claim that may be
made against it on account of the alleged loss, theft or destruction of such
certificate, as the Board of Directors may prescribe.  5.5)          Treasury Stock.  Treasury stock shall be held by the
corporation subject to disposal by the Board of Directors in accordance with
the Delaware General Corporation Law, the Certificate of Incorporation and
these Bylaws, and shall not have voting rights nor participate in dividends.  ARTICLE
6.  GENERAL
PROVISIONS  6.1)          Record Dates.  In order to determine the stockholders
entitled to notice of and to vote at a meeting, or entitled to receive payment
of a dividend or other distribution, the Board of Directors may fix a record
date which shall not be less than ten (10) days nor more than sixty (60)
days preceding the date of such meeting or distribution.  In the absence of action by the Board, the
record date for determining stockholders entitled to notice of and to vote at a
meeting shall be at the close of business on the day preceding the day on which
notice is given, and the record date for determining stockholders entitled to
receive a distribution shall be at the close of business on the day on which
the Board of Directors authorizes such distribution.  6.2)          Dividends.  Subject to the provisions of law and of the
Certificate of Incorporation, the Board of Directors may declare dividends from
the surplus or, if there is no  10


surplus, the net profits
of the corporation whenever and in such amounts as, in its opinion, the
condition of the affairs of the corporation shall render it advisable.  6.3)         Surplus and Reserves.  Subject to the provisions of law, the Board
of Directors in its discretion may use and apply any of the capital or surplus
of the corporation to purchase or acquire any of the shares of the capital
stock of the corporation in accordance with law, or any of its bonds,
debentures, notes, scrip or other securities or evidences of indebtedness, or
from time to time may set aside from its surplus or net profits such sums as
it, in its absolute discretion, may think proper as a reserve fund to meet
contingencies, for the purpose of maintaining or increasing the property or
business of the corporation, or for any other purpose it may think conducive to
the best interests of the corporation.  6.4)         Fiscal Year.  The fiscal year of the corporation shall be
established by the Board of Directors.  6.5)         Seal.  The corporation shall have such corporate
seal or no corporate seal as the Board of Directors shall from time to time
determine.  6.6)         Securities of Other Corporations.  (a)           Voting Securities Held by the
Corporation. Unless otherwise ordered by the Board of Directors, the Chief
Executive Officer shall have full power and authority on behalf of the
corporation (i) to attend and to vote at any meeting of security holders
of other companies in which the corporation may hold securities; (ii) to
execute any proxy for such meeting; and (iii) to execute a written action
in lieu of a meeting of such other company. 
At such meeting, by such proxy or by such writing in lieu of meeting,
the Chief Executive Officer shall possess and may exercise any and all rights
and powers incident to the ownership of such securities that the corporation
might have possessed and exercised if it had been present.  The Board of Directors may, from time to
time, confer like powers upon any other person or persons.  (b)           Purchase and Sale of Securities.  Unless otherwise ordered by the Board of
Directors, the Chief Executive Officer shall have full power and authority on
behalf of the corporation to purchase, sell, transfer or encumber any and all
securities of any other company owned by the corporation which represent not
more than ten percent (10%) of the outstanding securities of such other
company, and may execute and deliver such documents as may be necessary to
effectuate such purchase, sale, transfer or encumbrance.  The Board of Directors may, from time to
time, confer like powers upon any other person or persons.  ARTICLE
7.  MEETINGS  7.1)         Waiver of Notice.  Whenever any notice whatsoever is required to
be given by these Bylaws, the Certificate of Incorporation or any of the laws
of the State of Delaware, a waiver thereof in writing, signed by the person or
persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the actual required notice  11


Attendance by 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.  7.2)         Participation by Conference
Telephone.  Members of the Board of
Directors, or any committee designated by the Board, may participate in a
meeting of the Board of Directors or of such committee by means of conference
telephone or similar communications equipment whereby all persons participating
in the meeting can hear and communicate with each other, and participation in a
meeting pursuant to this Section shall constitute presence in person at
such meeting.  7.3)         Consents.  Any action required or permitted to be taken
by the Board of Directors, or any committee designated by the Board of
Directors, may be taken by written consent signed all members of the Board of
Directors, or all members of any committee designated by the Board of
Directors.  Any such written consent
shall be filed with the minutes of the corporation.  ARTICLE
8.  AMENDMENTS  These Bylaws may be
adopted, amended or repealed in accordance with the provisions of the
corporations Certificate of Incorporation; provided, however, that no Bylaw adopted by the stockholders may be
amended or repealed by the Board of Directors without the approval of the
stockholders.  ARTICLE
9.  INDEMNIFICATION  9.1)         Nature of
Indemnity and Advancement of Expenses.  (a)  Subject to such
person meeting the eligibility standards set forth in Section 9.2 below,
the corporation shall indemnify to the fullest extent authorized by the
Delaware General Corporation Law, as the same exists or may hereafter may be
amended, any person who was or is a party or is threatened to be made a party to
any actual or threatened inquiry, investigation, action, suit, arbitration, or
any other such actual or threatened action or occurrence, whether civil,
criminal, administrative or investigative (except a proceeding initiated by an
such person to enforce his or her rights hereunder) (hereinafter, a Proceeding),
or any appeal from such a Proceeding, by reason of (i) the fact that he or
she, or a person of whom he or she is the legal representative, is or was a
director or officer of the corporation, or (ii) any action taken or
omitted, or alleged to have been taken or omitted, in such persons capacity as
a director or officer of the corporation. 
Such indemnification obligation of the corporation shall also extend to
any person who is or was serving at the request of the corporation in the
capacity of director, officer, partner, venturer, proprietor, trustee,
employee, agent, or similar functionary of another corporation, limited
liability company, partnership, joint venture, sole proprietorship, trust, employee
benefit plan, or other enterprise, and is a party or is threatened to be made a
party by  12


reason of (i) such
capacity or (ii) by reason of any action alleged to have been taken or
omitted in such capacity.  Persons who
are entitled to indemnification under this Section 9.1 are referred to as
an Indemnitee or Indemnitees.  The
corporation shall indemnify Indemnitees against all expenses, liability and
loss (including attorneys fees, judgments, fines, ERISA excise taxes,
penalties and amounts paid or to be paid in settlement) actually and reasonably
incurred by such Indemnitee or on such Indemnitees behalf in connection with
such Proceeding and any appeal therefrom. 
Further, Indemnitees rights to indemnification for the period of
service to the corporation in a previously described capacity shall continue
even after the Indemnitee no longer serves in such capacity, and shall inure to
the benefit of his or her heirs, executors and administrators.  (b)   Subject to Indemnitee meeting the eligibility
standards set forth in Section 9.2 below, all expenses (including attorneys
fees) incurred by Indemnitee in advance of the final disposition of any
Proceeding shall be paid by the corporation at the request of Indemnitee, each
such payment to be made within thirty (30) calendar days after the receipt by
the corporation of a statement or statements from Indemnitee requesting such
payment or payments from time to time; and provided, however, that except as provided in Section 9.3 with
respect to proceedings seeking to enforce rights to indemnification or
advancement of expenses, the corporation shall indemnify and advance expenses
to any such person seeking indemnification or advancement in connection with a
Proceeding initiated by such person only if such Proceeding initiated by such
person was authorized by the Board of Directors of the corporation.   Any requests for advancement of expenses
provided by Indemnitee shall reasonably evidence the expenses and costs
incurred by Indemnitee in connection therewith, and shall include or be
accompanied by (i) a written affirmation by such person of his or her good
faith belief that he or she has met the standard of conduct necessary for
indemnification under §145 of the Delaware General Corporation Law, and (ii) a
written undertaking by or on behalf of Indemnitee to reimburse such amount if
it is finally determined, after all appeals by a court of competent
jurisdiction, that Indemnitee is not entitled to be indemnified against such
expenses by the corporation, which undertaking to reimburse any such amounts
shall not be required by the corporation to be secured.  9.2)         Determination of Eligibility for
Indemnification and/or Advancement of Expenses.  (a)           Standard
of Conduct.  Indemnitee shall be
eligible for indemnification and/or advancement of expenses (subject to the
provision of an undertaking in compliance with Section 9.1(b) above
in the case of a request to advance expenses), only upon a determination,
(based on the facts then known in the case of a request for advancement of
expenses), that Indemnitee acted in good faith and in a manner Indemnitee
reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe that Indemnitees 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 Indemnitee did not act in good faith and in a manner
which Indemnitee reasonably believed to be in or not opposed to the best
interests of the corporation, or, with respect to any criminal action or
proceeding, had reasonable cause to believe that Indemnitees conduct was
unlawful.  In the event of a guilty plea
by Indemnitee, Indemnitee shall remain eligible for indemnification;  13


provided, however,
that following such plea Indemnitee requests indemnification with a good faith
belief that Indemnitee is eligible for indemnification under this Section 9.2(a).  Indemnitees eligibility for indemnification
shall be determined as set forth in Section 9.2(b)(i)-(iv) below.  If, in reviewing Indemnitees plea and the
facts and circumstances relating to such plea, the decision-maker identified in
Sections 9.2(b)(i)-(iv) below determines that Indemnitee has met the
standard of conduct set forth in this Section 9.2(a) and thus is
entitled to indemnification for any items set forth in Section 9.1(a) above,
then the corporation shall indemnify Indemnitee in accordance with the
decision-makers determination.  (b)           Manner
of Determining Eligibility.  Upon
Indemnitees written request for indemnification or advancement of expenses,
the entitlement of Indemnitee to such requested indemnification or advancement
of expenses shall be determined by:  (i)       the Board of Directors
of the corporation by a majority vote of the directors who are not a party to
such action, suit or proceeding,whether or not
such majority constitutes a quorum; or  (ii)      a committee of such
directors designated by majority vote of such directors, whether or not such
majority constitutes a quorum; or  (iii)     independent legal
counsel in a written opinion to the Board of Directors, or designated committee
of the Board, with a copy to Indemnitee, which independent counsel shall be
selected by majority vote of the corporations directors at a meeting at which
a quorum is present, or a majority vote of the directors who are not a party to
such action, suit or proceeding, or a committee of such directors; or  (iv)     the corporations
stockholders, by a majority vote of those in attendance at a meeting at which a
quorum is present.  (c)           Payment
of Costs of Determining Eligibility. 
The corporation shall pay all costs associated with its determination of
Indemnitees eligibility for indemnification or advancement of expenses.  (d)           Presumptions
and Effect of Certain Proceedings.  The
corporations secretary shall, promptly upon receipt of Indemnitees request
for indemnification and/or advancement of expenses, advise in writing the Board
of Directors or such other person or persons empowered to make the
determination requested in Section 9.2(b), and the corporation shall
thereafter promptly make such determination or initiate the appropriate process
for making such determination.  9.3)         Claim for Unpaid
Indemnification.  If a claim under Sections 9.1(a) or 9.1(b) of
this Article 9 is not paid in full by the corporation within 60 days after
a written request for payment has been received by the corporation, the
claimant may at any time thereafter bring suit against the corporation to
recover the unpaid amount of the claim and, if successful in whole or in part,
the claimant also shall be entitled to be paid the expense of prosecuting such
claim.  It shall be a defense to any such action that the claimant has not
met the standards of conduct  14


which make it permissible
under the Delaware General Corporation Law for the corporation to indemnify the
claimant for the amount claimed, but the burden of proving such defense shall
be on the corporation.  9.4)         Successful Defense. 
To the extent that a present or former director or officer of the corporation
has been successful on the merits or otherwise in defense of any Proceeding
referred to in Section 9.1(a) of this Article 9 or in defense of
any claim, issue or matter therein, he or she shall be indemnified against
expenses (including attorneys fees) actually and reasonably incurred by him or
her in connection therewith.  9.5)         Insurance. 
The corporation may purchase and maintain insurance on its own behalf and on
behalf of any person who is or was a director or officer of the corporation or
was serving at the request of the corporation as a director, officer, employee
or agent of another corporation, limited liability company, partnership, joint
venture, trust or other enterprise against any expense, liability or loss
asserted against him or her or incurred by him or her in any such capacity,
whether or not the corporation would have the power to indemnify such person
against such expense, liability or loss under this Article 9, provided, that such insurance is available on acceptable
terms, which determination shall be made by vote of a majority of the Board of
Directors.  9.6)         Employees and
Agents.  Persons who are not covered as Indemnitees by the foregoing
provisions of this Article 9 and who are or were employees or agents of
the corporation, or who are or were serving at the request of the corporation
as employees or agents of another corporation, limited liability company,
partnership, joint venture, trust or other enterprise, may be indemnified to
the extent authorized at any time or from time to time by the Board of
Directors.  The expenses incurred by such employees and agents may also be
advanced or paid upon such terms and conditions, if any, as the Board of
Directors deems appropriate.  9.7)         Contract Rights;
Individual Agreements Control.  The provisions of this Article 9
shall be deemed to be a contract right, and any repeal or modification of this Article 9
or any such law shall not affect any rights or obligations then existing with
respect to any state of facts or proceeding then existing.  In the event an Indemnitee enters into an
agreement with the corporation pertaining to Indemnitees rights to
indemnification and advancement of expenses under Sections 9.1(a) and 9.1(b) respecting
Indemnitees service in one or more of the capacities described in Section 9.1(a),
such agreement shall supersede the provisions of this Article 9 as to the
subject matter thereof unless otherwise specifically provided in such
agreement.  9.8)         Severability. 
If any provision or provisions of this Article 9 are invalidated by any
court of competent jurisdiction, then the corporation shall indemnify each
affected Indemnitee to the full extent permitted by any remaining valid and
applicable provision of this Article 9 to the fullest extent permitted by
law.  9.9)         Appearance as a
Witness.  Notwithstanding any other provision of this Article 9,
the corporation shall pay or reimburse expenses incurred by an Indemnitee in
connection with such Indemnitees appearance as a witness or other
participation in a Proceeding at a time when such Indemnitee is not a named
defendant or respondent in the Proceeding.  15


ARTICLE 10.  ELECTRONIC
TRANSMISSION  When used in these
Bylaws, the terms written and  in
writing shall include any electronic transmission, as  defined in 
Section  232(c)  of 
the  Delaware General  Corporation 
Law, including without limitation any telegram, cablegram, facsimile
transmission and communication by electronic mail.  16


The undersigned,            ,
Secretary of Titan Machinery Inc. hereby certifies that the foregoing Bylaws
were duly adopted as the Bylaws of the corporation by the first Board of
Directors on               ,
2007.  , Secretary  17


AMENDMENT
NO. 1 TO BYLAWS OF TITAN
MACHINERY INC.  Section 2.8 of Article 2 of the Bylaws of Titan Machinery
Inc. is amended and restated in its entirety to read as follows:  2.8)Nominations and
Other Business.  (a)Annual Meeting
of Stockholders.  (i)  Nominations of persons for election
to the Board of Directors of the corporation and the proposal of business to be
considered by the stockholders may be made at an annual meeting of stockholders
(A) by or at the direction of the Chairman of the Board or the Board of
Directors generally, (B) pursuant to the corporations notice of meeting
(or any supplement thereto) or (C) by any stockholder of the corporation
who is entitled to vote at the meeting and who complies with the notice
procedures set forth in clauses (ii) and (iii) of this paragraph and
who was a stockholder of record at the time such notice is delivered to the
Secretary of the corporation; clause (C) shall be the exclusive means for
a stockholder to make nominations or submit other business (other than matters
properly brought under Rule 14a-8 under the Securities Exchange Act of
1934, as amended (the Exchange Act) and included in the corporations notice
of meeting) before an annual meeting of stockholders.  (ii)  Without
qualification, for nominations or other business to be properly brought before
an annual meeting by a stockholder, pursuant to clause (C) of paragraph
2.8 (a)(i) of these Bylaws (or before a special meeting of stockholders
pursuant to paragraph 2.8(b) of these Bylaws), the stockholder must have
given timely notice thereof in writing to the Secretary of the corporation and
any such proposed business must constitute a proper matter for stockholder
action.  To be timely, a stockholders notice shall be delivered to the
Secretary at the principal executive offices of the corporation not earlier
than the close of business on the 120th day and not later than the close of
business on the 90th day prior to the first anniversary of the preceding years
annual meeting; provided, however,
that if the date of the annual meeting is more than 30 days before or more than
60 days after such anniversary date, notice by the stockholder to be timely
must be so delivered not earlier than the close of business on the 120th day
prior to the date of such annual meeting and not later than the close of
business on the later of the 90th day prior to the date of such annual meeting
or, if the first public announcement of the date of such annual meeting is less
than 100 days prior to the date of such annual meeting, the tenth day following
the day on which public announcement of the date of such meeting is first made
by the corporation.  In no event shall the adjournment of an annual
meeting commence a new time period for the giving of a stockholders notice as
described above.  To be in proper form (whether given pursuant to this Section 2.8(a) or
Section 2.8(b)), such stockholders notice given to the Secretary must (a) set
forth, as to the stockholder giving the notice and the beneficial owner, if
any, on whose behalf the nomination or proposal is made (i) the name and
address of such stockholder, as they appear on the corporations books, and of
such beneficial owner, if any, (ii)(A) the class or series and number of
shares of the corporation which


are, directly or indirectly,
owned beneficially and of record by such stockholder and such beneficial owner,
(B) any option, warrant, convertible security, stock appreciation right,
or similar right with an exercise or conversion privilege or a settlement payment
or mechanism at a price related to any class or series of shares of the
corporation or with a value derived in whole or in part from the value of any
class or series of shares of the corporation, whether or not such instrument or
right shall be subject to settlement in the underlying class or series of
capital stock of the corporation or otherwise (a Derivative Instrument)
directly or indirectly owned beneficially by such stockholder, or such
beneficial owner, if any, and any other direct or indirect opportunity to
profit or share in any profit derived from any increase or decrease in the
value of the shares of the corporation, (C) any proxy, contract,
arrangement, understanding, or relationship pursuant to which such stockholder
or such beneficial owner, if any, has a right to vote any shares of any
security of the corporation, (D) any short interest in any security of the
corporation held by such stockholder, or such beneficial owner, if any, (for
purposes of this Bylaw a person shall be deemed to have a short interest in a
security if such person directly or indirectly, through any contract,
arrangement, understanding, relationship or otherwise, has the opportunity to
profit or share in any profit derived from any decrease in the value of the
subject security), (E) any rights to dividends on the shares of the
corporation owned beneficially by such stockholder, or such beneficial owner,
that are separated or separable from the underlying shares of the corporation, (F) any
proportionate interest in shares of the corporation or Derivative Instruments
held, directly or indirectly, by a general or limited partnership in which such
stockholder, or such beneficial owner, if any, is a general partner or,
directly or indirectly, beneficially owns an interest in a general partner and (G) any
performance-related fees (other than an asset-based fee) that such stockholder,
or such beneficial owner, if any, is entitled to based on any increase or
decrease in the value of shares of the corporation or Derivative Instruments,
if any, as of the date of such notice, including without limitation any such
interests held by members of such stockholders, or such beneficial owners,
immediate family sharing the same household (which information shall be
supplemented by such stockholder and beneficial owner, if any, not later than
10 days after the record date for the meeting to disclose such ownership as of
the record date), and (iii) any other information relating to such
stockholder and beneficial owner, if any, that would be required to be
disclosed in a proxy statement or other filings required to be made in
connection with solicitations of proxies for, as applicable, the proposal
and/or for the election of directors in a contested election pursuant to Section 14
of the Exchange Act and the rules and regulations promulgated thereunder; (b) if
the notice relates to any business other than a nomination of a director or
directors that the stockholder proposes to bring before the meeting, set forth (i) a
brief description of the business desired to be brought before the meeting, the
reasons for conducting such business at the meeting and any material interest
of such stockholder and beneficial owner, if any, in such business and (ii) a
description of all agreements, arrangements and understandings between such
stockholder and beneficial owner, if any, and any other person or persons
(including their names) in connection with the proposal of such business by
such stockholder; (c) set forth, as to each person, if any, whom the
stockholder proposes to nominate for election or reelection to the Board of
Directors (i) all information relating to such person that would be
required to be disclosed in a proxy statement or other filings required to be
made in connection with solicitations of proxies for election of directors in a
contested election pursuant to Section 14 of the Exchange Act and the rules and
regulations promulgated thereunder (including such persons written consent to
being named in the proxy statement as a nominee and to serving as a director if
elected) and (ii) a description of  2


all direct and indirect
compensation and other material monetary agreements, arrangements and
understandings during the past three years, and any other material
relationships, between or among such stockholder and beneficial owner, if any,
and their respective affiliates and associates, or others acting in concert
therewith, on the one hand, and each proposed nominee, and his or her
respective affiliates and associates, or others acting in concert therewith, on
the other hand, including, without limitation all information that would be
required to be disclosed pursuant to Rule 404 promulgated under Regulation
S-K if the stockholder making the nomination and any beneficial owner on whose
behalf the nomination is made, if any, or any affiliate or associate thereof or
person acting in concert therewith, were the registrant for purposes of such rule and
the nominee were a director or executive officer of such registrant; and (d) with
respect to each nominee for election or reelection to the Board of Directors,
include a completed and signed questionnaire, representation and agreement
required by Section 2.8(d) of this Bylaw.  The corporation may
require any proposed nominee to furnish such other information as it may
reasonably require to determine the eligibility of such proposed nominee to
serve as an independent director of the corporation or that could be material
to a reasonable stockholders understanding of the independence, or lack
thereof, of such nominee.  (iii)  Notwithstanding
anything in the second sentence of paragraph 2.8(a)(ii) of these Bylaws to
the contrary, in the event that the number of directors to be elected to the
Board of Directors of the corporation is increased and there is no public
announcement made by the corporation naming all of the nominees for director or
specifying the size of the increased Board of Directors at least 100 days prior
to the first anniversary of the preceding years annual meeting, a stockholders
notice required by this Bylaw shall also be considered timely, but only with
respect to nominees for any new positions created by such increase, if it shall
be delivered to the Secretary at the principal executive offices of the
corporation not later than the close of business on the tenth day following the
day on which such public announcement is first made by the corporation.  (b)Special
Meetings of Stockholders.Only
such business as shall have been brought before the special meeting of the
stockholders pursuant to the notice or waiver of notice of the meeting shall be
conducted at such meeting.  Nominations of persons for election to the
Board of Directors may be made at a special meeting of stockholders at which
directors are to be elected pursuant to the notice or waiver of notice of the
meeting (A) by or at the direction of the Board of Directors or (B) provided
that the Board of Directors has determined that directors shall be elected
pursuant to the corporations notice of meeting, by any stockholder of the
corporation who is entitled to vote at the meeting, who complies with the
notice procedures set forth in these Bylaws and who is a stockholder of record
at the time such notice is delivered to the Secretary of the corporation. 
Nominations by stockholders of persons for election to the Board of Directors
may be made at such special meeting of stockholders if the stockholders notice
as required by paragraph 2.8(a)(ii) of these Bylaws with respect to any
nomination (including the completed and signed questionnaire, representation
and agreement required by Section 2.8(d) of this Bylaw) shall be
delivered to the Secretary at the principal executive offices of the
corporation not earlier than the close of business on the 120th day prior to
the date of such special meeting and not later than the close of business on
the later of the 90th day prior to the date of such special meeting or, if the
first public announcement of the date of such special meeting is less than 100
days prior to the date of such special meeting, the tenth day following the day
on which public announcement  3


is first made of the date of
the special meeting and of the nominees proposed by the Board of Directors to
be elected at such meeting.  In no event shall the adjournment of a
special meeting commence a new time period for the giving of a stockholders
notice as described above.  (c)General.  (i)  Other than as set forth in Section 3.8
of these Bylaws, only persons who are nominated in accordance with the
procedures set forth in these Bylaws shall be eligible to serve as directors
and only such business shall be conducted at a meeting of stockholders as shall
have been brought before the meeting in accordance with the procedures set
forth in these Bylaws.  Except as otherwise provided by law or by the
corporations Certificate of Incorporation, as amended, the chairman of the
meeting shall have the power and duty to determine whether a nomination or any
business proposed to be brought before the meeting was made in accordance with
the procedures set forth in these Bylaws and, if any proposed nomination or
business is not in compliance with these Bylaws, to declare that such defective
proposal or nomination shall be disregarded.  (ii)  The date and time of the opening
and closing of the polls for each matter upon which the stockholders will vote
at a meeting shall be announced at the meeting by the person presiding over the
meeting.  The Board of Directors may adopt by resolution such rules and
regulations for the conduct of the meeting of stockholders as it shall deem
appropriate.  Except to the extent inconsistent with such rules and
regulations as adopted by the Board of Directors, the person presiding over any
meeting of stockholders shall have the right and authority to convene and to
adjourn the meeting, to prescribe such rules, regulations and procedures and to
do all such acts as, in the judgment of such presiding person, are appropriate
for the proper conduct of the meeting.  (iii)  In advance of any meeting of
stockholders, the Board of Directors shall appoint one or more inspectors to
act at the meeting and make a written report thereof and may designate one or
more persons as alternate inspectors to replace any inspector who fails to
act.  If no inspector or alternate is able to act at a meeting of
stockholders, the person presiding at the meeting shall appoint one or more
inspectors to act at the meeting.  Each inspector, before entering upon
the discharge of his duties, shall take and sign an oath faithfully to execute
the duties of inspector with strict impartiality and according to the best of
his ability and may perform such other duties not inconsistent herewith as may
be requested by the corporation.  (iv)  For purposes of these Bylaws, public
announcement shall mean disclosure in a press release reported by the Dow
Jones News Service, PR Newswire, Associated Press or comparable national news
service or in a document publicly filed by the corporation with the Securities
and Exchange Commission pursuant to Section 13, 14, or 15(d) of the
Exchange Act.  (v)  Notwithstanding
the foregoing provisions of these Bylaws, a stockholder shall also comply with
all applicable requirements of the Exchange Act and the rules and
regulations thereunder with respect to the matters set forth in these Bylaws;
provided, however, that any references in these Bylaws to the Exchange Act or
the rules promulgated thereunder are not intended to and shall not limit
the requirements applicable to nominations or  4


proposals as to any other
business to be considered pursuant to Section 2.8(a)(1)(c) or Section 2.8(b) of
this Bylaw.  Nothing in these Bylaws shall
be deemed to affect any right of (A) a stockholder to request inclusion of
proposals in the corporations proxy statement pursuant to Rule 14a-8
under the Exchange Act or (B) the holders of any series of preferred stock
to elect directors pursuant to any applicable provisions of the Certificate of
Incorporation, as amended.  (d)Submission of
Questionnaire, Representation and Agreement.  To be eligible to be a nominee for election
or reelection as a director of the corporation, a person must deliver (in accordance
with the time periods prescribed for delivery of notice under this Bylaw) to
the Secretary at the principal executive offices of the corporation a written
questionnaire with respect to the background and qualification of such person
and the background of any other person or entity on whose behalf the nomination
is being made (which questionnaire shall be provided by the Secretary upon
written request) and a written representation and agreement (in the form
provided by the Secretary upon written request) that such person (A) is
not and will not become a party to (1) any agreement, arrangement or
understanding with, and has not given any commitment or assurance to, any
person or entity as to how such person, if elected as a director of the
corporation, will act or vote on any issue or question (a Voting Commitment)
that has not been disclosed to the corporation or (2) any Voting
Commitment that could limit or interfere with such persons ability to comply,
if elected as a director of the corporation, with such persons fiduciary
duties under applicable law, (B) is not and will not become a party to any
agreement, arrangement or understanding with any person or entity other than
the corporation with respect to any direct or indirect compensation, reimbursement
or indemnification in connection with service or action as a director that has
not been disclosed therein, and (C) and in such persons individual
capacity and on behalf of any person or entity on whose behalf the nomination
is being made, would be in compliance, if elected as a director of the
corporation, and will comply with all applicable publicly disclosed corporate
governance, conflict of interest, confidentiality and stock ownership and
trading policies and guidelines of the corporation.  5