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                                                                     EXHIBIT 3.2



                            PathoGenesis Corporation


                                    BY-LAWS
                     [as amended through January 30, 1998]


                                   Section 1

                                    Offices

     The principal office of the corporation shall be located at its principal
place of business or such other place as the Board of Directors ("Board") may
designate.  The corporation may have such other offices, either within or
without the State of Delaware, as the Board may designate or as the business of
the corporation may require from time to time.


                                   Section 2

                                  Stockholders

     2.1  Annual Meeting.  An annual meeting of stockholders for the purposes of
electing Directors and of transacting such other business as may come before it
shall be held each year at such date, time, and place, either within or without
the State of Delaware, as may be specified by the Board.  At any time prior to
the commencement of the annual meeting, the Board may postpone the annual
meeting for a period of up to 120 days from the date fixed for such meeting in
accordance with this subsection 2.1.

     2.2  Special Meetings.  Special meetings of stockholders for any purpose or
purposes may be held at any time upon call of the Chairman of the Board, if any,
the Chief Executive Officer, the Secretary, or a majority of the Board, at such
time and place either within or without the State of Delaware as may be stated
in the notice.  A special meeting of stockholders shall be called by the
President or the Secretary upon the written request, stating time, place, and
the purpose or purposes of the meeting, of stockholders who together own of
record not less than 66-2/3% of the outstanding stock of all classes entitled to
vote at such meeting.  Any action which would be taken at any special meeting of
stockholders may be taken without a meeting, without prior notice and without a
vote, if a consent or consents in writing, setting forth the action so taken,
shall (a) be signed by stockholders who together own of record not less than
66-2/3% of the outstanding stock of all classes entitled to vote with respect to
the subject matter thereof (as determined in accordance with subsection 2.6.2
hereof) and (b) be delivered to the corporation by delivery to its registered
office in the State of Delaware, its principal place of business, or an officer
or agent of the corporation having custody of the records of proceedings of
meetings of stockholders. Delivery made to the corporation's registered office
shall be by hand or by certified mail or registered mail, return receipt
requested. Every written consent shall bear the date of signature of each
stockholder who signs the consent and no written consent shall be effective to
take the corporate action referred to therein unless written consents signed by
stockholders entitled to vote with respect to the subject matter thereof are
delivered to the corporation, in the manner required by this
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section, within sixty days of the earliest dated consent delivered to the
corporation in the manner required by this section.  Any such consent shall be
inserted in the minute book as if it were the minutes of a meeting of the
stockholders.

     2.3  Place of Meeting.  All meetings shall be held at the principal office
of the corporation or at such other place within or without the State of
Delaware designated by the Board, by any persons entitled to call a meeting
hereunder or in a waiver of notice signed by all of the stockholders entitled to
notice of the meeting.

     2.4  Notice of Meeting.  The Chairman, the President, any Vice-President,
the Secretary, the Board, or stockholders calling an annual or special meeting
of stockholders as provided for herein, shall cause to be delivered to each
stockholder entitled to notice of or to vote at the meeting either personally or
by mail, not less than ten nor more than sixty days before the meeting, written
notice stating the place, day and hour of the meeting and, in the case of a
special meeting, the purpose or purposes for which the meeting is called.  At
any time, upon written request of the holders of not less than the number of
outstanding shares of the corporation specified in subsection 2.2 and entitled
to vote at the meeting, it shall be the duty of the Secretary to give notice of
a special meeting of stockholders to be held on such date and at such place and
hour as the Secretary may fix, not less than ten nor more than sixty days after
receipt of said request, and if the Secretary shall neglect or refuse to issue
such notice, the person making the request may do so and may fix the date for
such meeting.  If such notice is mailed, it shall be deemed delivered when
deposited in the official government mail properly addressed to the stockholder
at his or her address as it appears on the stock transfer books of the
corporation with postage prepaid.  If the notice is telegraphed, it shall be
deemed delivered when the content of the telegram is delivered to the telegraph
company. [amended 1/30/98]

     2.5  Waiver of Notice.

     2.5.1  Whenever any notice is required to be given to any stockholder under
the provisions of these By-Laws, the Certificate of Incorporation or the General
Corporation Law 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 giving of such notice.

     2.5.2  The attendance of a stockholder at a meeting shall constitute a
waiver of notice of such meeting, except when a stockholder 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.

     2.6.  Fixing of Record Date for Determining Stockholders.

     2.6.1  Meetings.  For the purpose of determining stockholders entitled to
notice of and to vote at any meeting of stockholders of any adjournment thereof,
the Board may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board, and
which record date shall not be more than sixty nor less than ten days before the
date of such meeting.  If no record date is fixed by the Board, the record date
for determining stockholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held.  A determination of stockholders of record

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entitled to notice of and to vote at the meeting of stockholders shall apply to
any adjournment of the meeting; provided, however, that the Board may fix a new
record date for the adjourned meeting.

     2.6.2  Consent to Corporate Action Without a Meeting.  For the purpose of
determining stockholders entitled to consent to corporate action in writing
without a meeting, the Board may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted by
the Board, and which date shall not be more than ten days after the date upon
which the resolution fixing the record date is adopted by the Board.  If no
record date has been fixed by the Board, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting, when no prior action by the Board is required by Chapter 1 of the
General Corporation Law of the State of Delaware, as now or hereafter amended,
shall be the first date on which a signed written consent setting forth the
action taken or proposed to be taken is delivered to the corporation by delivery
to its registered office in the State of Delaware, its principal place of
business, or an officer or agent of the corporation having custody of the book
in which proceedings of meetings of stockholders are recorded.  Delivery made to
a corporation's registered office shall be by hand or by certified or registered
mail, return receipt requested.  If no record date has been fixed by the Board
and prior action by the Board is required by Chapter 1 of the General
Corporation Law of the State of Delaware, as now or hereafter amended, the
record date for determining stockholders entitled to consent to corporate action
in writing without a meeting shall be at the close of business on the day on
which the Board adopts the resolution taking such prior action.

     2.6.3  Dividends, Distributions and Other Rights.  For the purpose of
determining stockholders entitled to receive payment of any dividend or other
distribution or allotment of any rights or the stockholders entitled to exercise
any rights in respect of any change, conversion or exchange of stock, or for the
purpose of any other lawful action, the Board may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted, and which record date shall be not more than sixty days
prior to such action.  If no record date is fixed, the record date for
determining stockholders for any such purpose shall be at the close of business
on the day on which the Board adopts the resolution relating thereto.

     2.7  Voting List.  At least ten days before each meeting of stockholders, a
complete list of the stockholders entitled to vote at such meeting, or any
adjournment thereof, shall be made, arranged in alphabetical order, with the
address of and number of shares held by each stockholder.  This list shall be
open to examination by any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of ten 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.  This list shall also be produced and
kept at such meeting for inspection by any stockholder who is present.

     2.8  Quorum.  A majority of the outstanding shares of the corporation
entitled to vote, present in person or represented by proxy at the meeting,
shall constitute a quorum at a meeting of the stockholders; provided, that where
a separate vote by a class or classes is required, a majority of the outstanding
shares of such class or classes, present in person or represented by proxy at
the meeting, shall constitute a quorum entitled to take action with respect to
that vote on that matter.  If less than a majority of the outstanding shares
entitled to

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vote are represented at a meeting, a majority of the shares so represented may
adjourn the meeting from time to time without further notice.  If a quorum is
present or represented at a reconvened meeting following such an adjournment,
any business may be transacted that might have been transacted at the meeting as
originally called.  The stockholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough stockholders to leave less than a quorum.

     2.9  Manner of Acting.  In all matters other than the election of
Directors, if a quorum is present, the affirmative vote of the majority of the
outstanding shares present in person or represented by proxy at the meeting and
entitled to vote on the subject matter shall be the act of the stockholders,
unless the vote of a greater number is required by these By-Laws, the
Certificate of Incorporation or the General Corporation Law of Delaware.  Where
a separate vote by a class or classes is required, if a quorum of such class or
classes is present, the affirmative vote of the majority of outstanding shares
of such class or classes present in person or represented by proxy at the
meeting shall be the act of such class or classes.  Directors shall be elected
by a plurality of the votes of the shares present in person or represented by
proxy at the meeting and entitled to vote on the election of Directors.

     2.10  Proxies.  Each stockholder entitled to vote at a meeting of
stockholders or to express consent or dissent to corporate action in writing
without a meeting may authorize another person or persons to act for such
stockholders by proxy executed in writing by the stockholder or by his or her
attorney-in-fact.  Such proxy shall be filed with the Secretary of the
corporation before or at the time of the meeting.  A proxy shall become invalid
three years after the date of its execution, unless otherwise provided in the
proxy.  A proxy with respect to a specified meeting shall entitle the holder
thereof to vote at any reconvened meeting following adjournment of such meeting
but shall not be valid after the final adjournment thereof.

     2.11  Voting of Shares.  Each outstanding share entitled to vote with
respect to the subject matter of an issue submitted to a meeting of stockholders
shall be entitled to one vote upon each such issue.

     2.12  Voting for Directors.  Each stockholder entitled to vote at an
election of Directors may vote, in person or by proxy, the number of shares
owned by such stockholder for as many persons as there are Directors to be
elected and for whose election such stockholder has a right to vote.


                                   Section 3

                               Board of Directors

     3.1  General Powers.  The business and affairs of the corporation shall be
managed by the Board.

     3.2  Number and Tenure.  The Board shall be composed of not less than three
nor more than 10 Directors, the specific number to be set by resolution of the
Board or the stockholders.  The number of Directors may be changed from time to
time by amendment to these By-Laws, but no decrease in the number of Directors
shall have the effect of shortening the term of any incumbent Director.  The
Directors, other than those who may be elected by the

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holders of any series of Preferred Stock, will be classified with respect to the
time for which they severally hold office into three classes, as nearly equal in
number as possible, designated Class I, Class II and Class III.  The Directors
appointed to Class I will hold office for a term expiring at the annual meeting
of stockholders to be held in 1996; the Directors appointed to Class II will
hold office for a term expiring at the annual meeting of stockholders to be held
in 1997; and the Directors appointed to Class III will hold office for a term
expiring at the annual meeting of stockholders to be held in 1998, with the
members of each class to hold office until their respective successors are
elected and qualified.  At each succeeding annual meeting the stockholders of
the Corporation, the successors of the class of Directors whose terms expire at
that meeting will be elected by plurality vote of all votes cast at such meeting
to hold office for a term expiring at the annual meeting of stockholders held in
the third year following the year of their election.  Election of Directors of
the Corporation need not be by written ballot unless requested by the Chairman
or by the holders of a majority of the outstanding stock present in person or
represented by proxy at a meeting of the stockholders at which Directors are to
be elected.  Directors need not be stockholders of the corporation or residents
of the State of Delaware.

     3.3  Annual and Regular Meetings.  An annual Board meeting shall be held
without notice immediately after and at the same place as the annual meeting of
stockholders.  By resolution, the Board or any committee designated by the Board
may specify the time and place either within or without the State of Delaware
for holding regular meetings thereof without other notice than such resolution.

     3.4  Special Meetings.  Special meetings of the Board or any committee
appointed by the Board may be called by or at the request of the Chairman, the
President, the Secretary or, in the case of special Board meetings, any one
Director and, in the case of any special meeting of any committee appointed by
the Board, by the Chairman thereof.  The person or persons authorized to call
special meetings may fix any place either within or without the State of
Delaware as the place for holding any special Board or committee meeting called
by them.  [amended 1/30/98]

     3.5  Meetings by Telephone.  Members of the Board or any committee
designated by the Board may participate in a meeting of such Board or committee
by means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other.
Participation by such means shall constitute presence in person at a meeting.

     3.6  Notice of Special Meetings.  Notice of a special Board or committee
meeting stating the place, day and hour of the meeting shall be given to a
Director in writing or orally by telephone or in person.  Neither the business
to be transacted at, nor the purpose of, any special meeting need be specified
in the notice of such meeting.

     3.6.1  Personal Delivery.  If notice is given by personal delivery, the
notice shall be effective if delivered to a Director at least two days before
the meeting.

     3.6.2  Delivery by Mail.  If notice is delivered by mail, the notice shall
be deemed effective if deposited in the official government mail properly
addressed to a Director at his or her address shown in the records of the
corporation with postage prepaid at least five days before the meeting.

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     3.6.3  Delivery by Telecopy.  If notice is delivered by telecopy, the
notice shall be deemed effective if it is transmitted to a facsimile number
provided by a Director for that purpose from time to time and successful
transmission thereof is confirmed by telephone with the operator of the
receiving equipment at least three days before the meeting.

     3.6.4  Oral Notice.  If notice is delivered orally, by telephone or in
person, the notice shall be deemed effective if personally given to the Director
at least two days before the meeting.

     3.7  Waiver of Notice.

     3.7.1  In Writing.  Whenever any notice is required to be given to any
Director under the provisions of these By-Laws, the Certificate of Incorporation
or the General Corporation Law 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 giving of such notice.
Neither the business to be transacted at, nor the purpose of, any regular or
special meeting of the Board or any committee appointed by the Board need be
specified in the waiver of notice of such meeting.

     3.7.2  By Attendance.  The attendance of a Director at a Board or committee
meeting shall constitute a waiver of notice of such meeting, except when a
Director 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.

     3.8  Quorum.  A majority of the total number of Directors fixed by or in
the manner provided in these By-Laws shall constitute a quorum for the
transaction of business at any Board meeting but, if less than a majority are
present at a meeting, a majority of the Directors present may adjourn the
meeting from time to time without further notice.

     3.9  Manner of Acting.  The act of the majority of the Directors present at
a Board meeting at which there is a quorum shall be the act of the Board, unless
the vote of a greater number is required by these By-Laws, the Certificate of
Incorporation or the General Corporation Law of Delaware.

     3.10  Presumption of Assent.  A Director of the corporation present at a
Board or committee meeting at which action on any corporate matter is taken
shall be presumed to have assented to the action taken unless his or her dissent
is entered in the minutes of the meeting, or unless such Director files a
written dissent to such action with the person acting as the secretary of the
meeting before the adjournment thereof, or forwards such dissent by registered
mail to the Secretary of the corporation immediately after the adjournment of
the meeting.  A Director who voted in favor of such action may not dissent.

     3.11  Action by Board or Committees Without a Meeting.  Any action which
could be taken at a meeting of the Board or of any committee appointed by the
Board may be taken without a meeting if a written consent setting forth the
action so taken is signed by each of the Directors or by each committee member.
Any such written consent shall be inserted in the minute book as if it were the
minutes of a Board or a committee meeting.

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     3.12  Resignation.  Any Director may resign at any time by delivering
written notice to the Chairman, the President, the Secretary or the Board, or to
the registered office of the corporation.  Any such resignation shall take
effect at the time specified therein, or if the time is not specified, upon
deliver thereof and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.  [amended 1/30/98]

     3.13  Removal.  At a meeting of stockholders called expressly for that
purpose, one or more members of the Board (including the entire Board) may be
removed, with or without cause, by a vote of the holders of a majority of the
shares then entitled to vote on the election of Directors.  If the Certificate
of Incorporation provides for cumulative voting in the election of Directors,
then if less than the entire Board is to be removed, no one of the Directors may
be removed if the votes cast against his or her removal would be sufficient to
elect such Director if then cumulatively voted at an election of the entire
Board.

     3.14  Vacancies.  Any vacancy occurring on the Board whether by reason of
removal, resignation, death or otherwise shall be filled exclusively by the
affirmative vote of a majority of the remaining Directors though less than a
quorum of the Board.  A Director elected to fill a vacancy shall be elected for
the unexpired term of his or her predecessor in office.  Any directorship to be
filled by reason of an increase in the number of Directors may be filled by the
board.

     3.15  Executive and Other Committees.

     3.15.1  Creation and Authority of Committees.  The Board may, by resolution
passed by a majority of the whole Board, designate one or more committees, each
committee to consist of one or more of the Directors of the Corporation.  The
Board may designate one or more Directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the
committee.  In the absence or disqualification of a member of a committee, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board to act at the meeting in place of any such absent or
disqualified member.  Any such committee, to the extent provided in the
resolution of the Board, shall have and may exercise all the powers and
authority of the Board in the management of the business, property, and affairs
of the Corporation, and may authorize the seal of the Corporation to be affixed
to all papers which may require it; but no such committee shall have power or
authority in reference to amending the Certificate of Incorporation (except that
a committee may, to the extent authorized in the resolution or resolutions
providing for the issuance of shares of stock adopted by the Board pursuant to
authority expressly granted to the Board by the Certificate of Incorporation,
fix any of the preferences or rights of such shares relating to dividends,
redemption, dissolution, any distribution of the assets of the Corporation, or
the conversion into, or the exchange of such shares for, shares of any other
class or classes or any other series of the same or any other class or classes
of stock of the Corporation), adopting an agreement of merger or consolidation
under Section 251 or 252 of the General Corporation Law of the State of
Delaware, recommending to the stockholders the sale, lease, or exchange of all
or substantially all of the Corporation's property and assets, recommending to
the stockholders a dissolution of the Corporation or a revocation of
dissolution, or amending these By-Laws; and, unless such resolution or
resolutions expressly so provided, no such committee shall have the power or
authority to declare a dividend, to authorize the issuance of stock, or to adopt
a certificate of ownership and merger pursuant to Section 253 of the General

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Corporation Law of the State of Delaware.  Each committee which has been
established by the Board pursuant to these By-Laws may fix its own rules and
procedures.  The Board may designate one or more Directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee.  In the absence or disqualification of a member of a
committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not such member or members constitute a
quorum, may unanimously appoint another member of the Board to act at the
meeting in the place of any such absent or disqualified member.

     3.15.2  Minutes of Meetings.  All committees so appointed shall keep
regular minutes of their meetings and shall cause them to be recorded in books
kept for that purpose.

     3.15.3  Quorum and Manner of Acting.  A majority of the number of Directors
composing any committee of the Board, as established and fixed by resolution of
the Board, shall constitute quorum for the transaction of business at any
meeting of such committee but, if less than a majority are present at a meeting,
a majority of such Directors present may adjourn the meeting from time to time
without further notice.  The act of a majority of the members of a committee
present at a meeting at which a quorum is present shall be the act of such
committee.

     3.15.4  Resignation.  Any member of any committee may resign at any time by
delivering written notice thereof to the Chairman, the President, the Secretary,
the Board or the Chairman of such committee.  Any such resignation shall take
effect at the time specified therein, or if the time is not specified, upon
delivery thereof and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.  [amended 1/30/98]

     3.15.5  Removal.  The Board may remove from office any member of any
committee elected or appointed by it or by an Executive Committee, but only by
the affirmative vote of not less than a majority of the number of Directors
fixed by or in the manner provided in these By-Laws.

     3.16  Compensation.  By Board resolution, Directors and committee members
may be paid their expenses, if any, of attendance at each Board or committee
meeting, or a fixed sum for attendance at each Board or committee meeting, or a
stated salary as Director or a committee member, or a combination of the
foregoing.  No such payment shall preclude any Director or committee member from
serving the corporation in any other capacity and receiving compensation
therefor.

                                   Section 4

                                    Officers

     4.1  Number.  The officers of the corporation shall be a Chairman, a
President, a Secretary and a Treasurer, each of whom shall be elected by the
Board.  One or more Vice Presidents and such other officers and assistant
officers may be elected or appointed by the Board, such officers and assistant
officers to hold office for such period, have such authority and perform such
duties as are provided in these By-Laws or as may be provided by resolution of
the Board.  Any officer may be assigned by the Board any additional title that
the Board

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deems appropriate.  The Board may delegate to any officer or agent the power to
appoint any such subordinate officers or agents and to prescribe their
respective terms of office, authority and duties.  Any two or more offices may
be held by the same person.  [amended 1/30/98]

     4.2  Election and Term of Office.  The officers of the corporation shall be
elected annually by the Board at the Board meeting held after the annual meeting
of the stockholders.  If the election of officers is not held at such meeting,
such election shall be held as soon thereafter as a Board meeting conveniently
may be held.  Unless an officer dies, resigns, or is removed from office, he or
she shall hold office until the next annual meeting of the Board or until his or
her successor is elected.

     4.3  Resignation.  Any officer may resign at any time by delivering written
notice to the Chairman, the President, a Vice President, the Secretary or the
Board.  Any such resignation shall take effect at the time specified therein, or
if the time is not specified, upon delivery thereof and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.  [amended 1/30/98]

     4.4  Removal.  Any officer or agent elected or appointed by the Board may
be removed by the Board whenever in its judgment the best interests of the
corporation would be served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the persons so removed.

     4.5  Vacancies.  A vacancy in any office because of death, resignation,
removal, disqualification, creation of a new office or any other cause may be
filled by the Board for the unexpired portion of the term, or for a new term
established by the Board.

     4.6  Chairman.  The Chairman shall be the chief executive officer of the
corporation, shall preside over meetings of the Board and stockholders, and,
subject to the Board's control, shall supervise and control all of the assets,
business and affairs of the corporation.  The Chairman may sign certificates for
shares of the corporation, deeds, mortgages, bonds, contracts or other
instruments, except when the signing and execution thereof have been expressly
delegated by the Board of these By-Laws to some other officer or agent of the
corporation or are required by law to be otherwise signed or executed by some
other officer or in some other manner.  In general, the Chairman shall perform
all duties incident to the office of the chief executive officer and such other
duties as are prescribed by the Board from time to time.  [amended 1/30/98]

     4.7  President.  The President shall be the chief operating officer of the
corporation.  In the event of the death of the Chairman or his or her inability
to act, the President shall perform the duties of the Chairman, except as may be
limited by resolution of the Board, with all the powers of and subject to all
the restrictions upon the Chairman.  The President may sign with the Secretary
or any Assistant Secretary certificates for shares of the corporation.  The
President shall have, to the extent authorized by the Chairman or the Board, the
same powers as the Chairman to sign deeds, mortgages, bonds, contracts or other
instruments.  The President shall perform such other duties as from time to time
may be assigned by the Chairman or the Board.  [amended 1/30/98]

     4.8  Vice President.  In the event of the death of the President or his or
her inability to act, the Vice President (or if there is more than one Vice
President, the Vice President who

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was designated by the Board as the successor to the President, or if no Vice
President is so designated, the Vice President first elected to such office)
shall perform the duties of the President, except as may be limited by
resolution of the Board, with all the powers of and subject to all the
restrictions upon the President.  Any Vice President may sign with the Secretary
or any Assistant Secretary certificates for shares of the corporation.  Any Vice
President shall have, to the extent authorized by the Chairman, the President or
the Board, the same powers as the President to sign deeds, mortgages, bonds,
contracts or other instruments.  Each Vice President shall perform such other
duties as from time to time may be assigned by the Chairman, the President or
the Board.  [amended 1/30/98]

     4.9  Secretary.  The Secretary shall:  (a) keep minutes of meetings of the
stockholders and the Board in one or more books provided for that purpose; (b)
see that all notices are duly given in accordance with the provisions of these
By-Laws or as required by law; (c) be custodian of the corporate records and
seal of the corporation; (d) keep registers of the post office address of each
stockholder and Director; (e) sign certificates for shares of the corporation;
(f) have general charge of the stock transfer books of the corporation; (g)
sign, with the Chairman, the President or other officer authorized by the
Chairman, the President or the Board, deeds, mortgages, bonds, contracts or
other instruments; and (h) in general perform all duties incident to the office
of the Secretary and such other duties as from time to time may be assigned by
the Chairman, the President or the Board.  In the absence of the Secretary, an
Assistant Secretary may perform the duties of the Secretary.  [amended 1/30/98]

     4.10.  Treasurer.  If required by the Board, the Treasurer shall give a
bond for the faithful discharge of his or her duties in such amount and with
such surety or sureties as the Board shall determine.  The Treasurer shall have
charge and custody of and be responsible for all funds and securities of the
corporation; receive and give receipts for moneys due and payable to the
corporation from any source whatsoever, and deposit all such moneys in the name
of the corporation in banks, trust companies or other depositories selected in
accordance with the provisions of these By-Laws; sign certificates for shares of
the corporation; and in general perform all of the duties incident to the office
of Treasurer and such other duties as from time to time may be assigned to him
or her by the Chairman, the President or the Board.  In the absence of the
Treasurer, an Assistant Treasurer may perform the duties of the Treasurer.
[amended 1/30/98]

     4.11  Salaries.  The salaries of the officers shall be fixed from time to
time by the Board or by any person or persons to whom the Board has delegated
such authority.  No officer shall be prevented from receiving such salary by
reason of the fact that he or she is also a Director of the corporation.


                                   Section 5

                     Contracts, Loans, Checks and Deposits

     5.1  Contracts.  The Board may authorize any officer or officers, or agent
or agents, to enter into any contract or execute and deliver any instrument in
the name of and on behalf of the corporation.  Such authority may be general or
confined to specific instances.

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<PAGE>

     5.2  Loans to the Corporation.  No loans shall be contracted on behalf of
the corporation and no evidences of indebtedness shall be issued in its name
unless authorized by a resolution of the Board.  Such authority shall be
confined to specific instances.

     5.3  Checks, Drafts, Etc.  All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the corporation shall be signed by such officer or officers, or agent or agents,
of the corporation and in such manner as is from time to time determined by
resolution of the Board.

     5.4  Deposits.  All funds of the corporation not otherwise employed shall
be deposited from time to time to the credit of the corporation in such banks,
trust companies or other depositories as the Board may select.


                                   Section 6

                  Certificates for Shares and Their Transfer

     6.1  Issuance of Shares.  No shares of the corporation shall be issued
unless authorized by the Board, which authorization shall include the maximum
number of shares to be issued and the consideration to be received for each
share.

     6.2  Certificates for Shares.  Certificates representing shares of the
corporation shall be signed by the Chairman or the President or the Vice
President and by the Treasurer or an Assistant Treasurer or the Secretary or an
Assistant Secretary.  Any or all the signatures on the certificate may be a
facsimile.  All certificates shall include on their face written notice of any
restrictions which may be imposed on the transferability of such shares and
shall be consecutively numbered or otherwise identified.  [amended 1/30/98]

     6.3  Stock Records.  The stock transfer books shall be kept at the
registered office or principal place of business of the corporation or at the
office of the corporation's transfer agent or registrar.  The name and address
of each person to whom certificates for shares are issued, together with the
class and number of shares represented by each such certificate and the date of
issue thereof, shall be entered on the stock transfer books of the corporation.
The person in whose name shares stand on the books of the corporation shall be
deemed by the corporation to be the owner thereof for all purposes.

     6.4  Restriction on Transfer.  Except to the extent that the corporation
has obtained an opinion of counsel acceptable to the corporation that transfer
restrictions are not required under applicable securities laws, or has otherwise
satisfied itself that such transfer restrictions are not required, all
certificates representing shares of the corporation shall bear a legend on the
face of the certificate, or on the reverse of the certificate if a reference to
the legend is contained on the face, which reads substantially as follows:

     "The securities evidenced by this certificate have not been registered
     under the Securities Act of 1933 or any applicable state law, and no
     interest therein may be sold, distributed, assigned, offered, pledged or
     otherwise transferred unless (a) there is an effective registration
     statement under such Act and applicable state securities laws covering any
     such transaction involving said securities or (b) this corporation receives

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<PAGE>

     an opinion of legal counsel for the holder of these securities (concurred
     in by legal counsel for this corporation) stating that such transaction is
     exempt from registration or this corporation otherwise satisfies itself
     that such transaction is exempt from registration.  Neither the offering of
     the securities nor any offering of materials have been reviewed by any
     administrator under the Securities Act of 1933 or any applicable state
     law."

     6.5  Transfer of Shares.  The transfer of shares of the corporation shall
be made only on the stock transfer books of the corporation pursuant to
authorization or document of transfer made by the holder of record thereof or by
his or her legal representative, who shall furnish proper evidence of authority
to transfer, or by his or her attorney-in-fact authorized by power of attorney
duly executed and filed with the Secretary of the corporation.  All certificates
surrendered to the corporation for transfer shall be cancelled and no new
certificate shall be issued until the former certificates for a like number of
shares shall have been surrendered and cancelled.

     6.6  Lost or Destroyed Certificates.  In the case of a lost, destroyed or
mutilated certificate, a new certificate may be issued therefor upon such terms
and indemnity to the corporation as the Board may prescribe.


                                   Section 7

                               Books and Records

     The corporation shall keep correct and complete books and records of
account, stock transfer books, minutes of the proceedings of its stockholders
and Board and such other records as may be necessary or advisable.


                                   Section 8

                                Accounting Year

     The accounting year of the corporation shall be the calendar year, provided
that if a different accounting year is at any time selected for purposes of
federal income taxes, the accounting year shall be the year so selected.

                                   Section 9

                                      Seal

     The seal of the corporation shall consist of the name of the corporation,
the state of its incorporation and the year of its incorporation.

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<PAGE>

                                   Section 10

                                Indemnification

     10.1  Right to Indemnification.  Each person who was or is made a party or
is threatened to be made a party to or is otherwise involved (including, without
limitation, as a witness) in any actual or threatened action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she is or was a
Director or officer of the corporation or that, being or having been such a
Director or officer or an employee of the corporation, he or she is or was
serving at the request of the corporation as a Director, officer, employee or
agent of another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to an employee benefit plan
(hereinafter an "indemnitee"), whether the basis of such proceeding is alleged
action in an official capacity as such a Director, officer, employee or agent or
in any other capacity while serving as such a Director, officer, employee or
agent, shall be indemnified and held harmless by the corporation to the full
extent permitted by the General Corporation Law of Delaware, as the same exists
or may hereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the corporation to provide broader
indemnification rights than permitted prior thereto), or by other applicable law
as then in effect, against all expense, liability and loss (including attorneys'
fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in
settlement) actually and reasonably incurred or suffered by such indemnitee in
connection therewith and such indemnification shall continue as to an indemnitee
who has ceased to be a Director, officer, employee or agent and shall inure to
the benefit of the indemnitee's heirs, executors and administrators; provided,
however, that except as provided in subsection 10.2 of this Section with respect
to proceedings seeking to enforce rights to indemnification, the corporation
shall indemnify any such indemnitee in connection with a proceeding (or part
thereof) initiated by such indemnitee only if such proceeding (or part thereof)
was authorized or ratified by the Board.  The right to indemnification conferred
in this subsection 10.1 shall be a contract right and shall include the rights
to be paid by the corporation the expenses incurred in defending any such
proceeding in advance of its final disposition (hereinafter an "advancement of
expenses"); provided, however, that if the General Corporation Law of Delaware
requires, an advancement of expenses incurred by an indemnitee in his or her
capacity as a Director or officer (and not in any other capacity in which
service was or is rendered by such indemnitee, including, without limitation,
service to an employee benefit plan) shall be made only upon delivery to the
corporation of an undertaking (hereinafter an "undertaking"), by or on behalf of
such indemnitee, to repay all amounts so advanced if it shall ultimately be
determined by final judicial decision from which there is no further right to
appeal that such indemnitee is not entitled to be indemnified for such expenses
under this subsection 10.1 or otherwise.

     10.2  Right of Indemnitee to Bring Suit.  If a claim under subsection 10.1
of this Section is not paid in full by the corporation within sixty days after a
written claim has been received by the corporation, except in the case of a
claim for an advancement of expenses, in which case the applicable period shall
be twenty days, the indemnitee may at any time thereafter bring suit against the
corporation to recover the unpaid amount of the claim.  If successful in whole
or in part in any such suit, or in a suit brought by the corporation to recover
an advancement of expenses pursuant to the terms of an undertaking, the
indemnitee shall be entitled to be paid also the expense of prosecuting or
defending such suit.  The indemnitee

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<PAGE>

shall be presumed to be entitled to indemnification under this Section upon
submission of a written claim (and, in an action brought to enforce a claim for
an advancement of expenses, where the required undertaking, if any is required,
has been tendered to the corporation), and thereafter the corporation shall have
the burden of proof to overcome the presumption that the indemnitee is not so
entitled.  Neither the failure of the corporation (including its Board,
independent legal counsel or its stockholders) to have made a determination
prior to the commencement of such suit that indemnification of the indemnitee is
proper in the circumstances not an actual determination by the corporation
(including its Board, independent legal counsel or its stockholders) that the
indemnitee is not entitled to indemnification shall be a defense to the suit or
create a presumption that the indemnitee is not so entitled.

     10.3  Nonexclusivity of Rights.  The rights to indemnification and to the
advancement of expenses conferred in this Section shall not be exclusive of any
other right which any person may have or hereafter acquire under any statute,
agreement, vote of stockholders or disinterested Directors, provisions of the
Certificate of Incorporation or By-Laws of the corporation or otherwise.

     10.4 Insurance, Contracts and Funding.  The corporation may maintain
insurance, at its expense, to protect itself and any Director, officer, employee
or agent of the corporation or another corporation, partnership, joint venture,
trust or other enterprise against any expense, liability or loss, whether or not
the corporation would have the power to indemnify such person against such
expense, liability or loss under the General Corporation Law of Delaware.  The
corporation, without further stockholder approval, may enter into contracts with
any Director, officer, employee or agent in furtherance of the provisions of
this Section and may create a trust fund, grant a security interest or use other
means (including, without limitation, a letter of credit) to ensure that payment
of such amounts as may be necessary to effect indemnification as provided in
this Section.

     10.5  Indemnification of Employees and Agents of the Corporation.  The
corporation may, by action of the Board, grant rights to indemnification and
advancement of expenses to employees or agents or groups of employees or agents
of the corporation with the same scope and effects as the provisions of this
Section with respect to the indemnification and advancement of expenses of
Directors and officers of the corporation; provided, however, that an
undertaking shall be made by an employee or agent only if required by the Board.

     10.6  Persons Serving Other Entities.  Any person who is or was a Director,
officer or employee of the corporation who is or was serving as a Director or
officer of another corporation of which a majority of the shares entitled to
vote in the election of its Directors is held by the corporation shall be deemed
to be so serving at the request of the corporation and entitled to
indemnification and advancement of expenses under subsection 10.1 of this
Section.


                                   Section 11

                                   Amendments

     These By-Laws may be amended or repealed and new By-Laws may be adopted by
the Board.  The stockholders may also amend and repeal these By-Laws or adopt
new By-Laws.  All By-Laws made by the Board may be amended or repealed by the
stockholders.

                                       14
<PAGE>

Notwithstanding the foregoing and anything contained in the Certificate of
Incorporation of the Corporation or these By-Laws to the contrary, Sections 2.2,
3.2, 3.14 and this Section 11 of the By-Laws of the Corporation may not be
amended or repealed by the stockholders, and no provision inconsistent therewith
may be adopted by the stockholders, without the affirmative vote of the holders
of at least 66-2/3% of the outstanding stock of all classes entitled to vote
thereon.

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