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                                   EXHIBIT 3.2

                         NATIONAL SURGERY CENTERS, INC.

                                     BYLAWS


                                    ARTICLE I

                                CORPORATE OFFICES

     SECTION 1. DELAWARE REGISTERED OFFICE. The registered office of the
corporation in the State of Delaware shall be in the City of Wilmington, County
of New Castle.

     SECTION 2. OTHER OFFICES. The corporation may also have offices at such
other places, both within and outside the State of Delaware, as the board of
directors may from time to time determine or the business of the corporation may
require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

     SECTION 1. TIME AND PLACE. A meeting of stockholders for any purpose may be
held at such time and place, within or outside the State of Delaware, as shall
be stated in the notice of the meeting or in a duly executed waiver of notice
thereof.

     SECTION 2. ANNUAL MEETINGS. A meeting of the stockholders shall be held
annually for the election of directors and for the transaction of such other
business as may properly come before the meeting (a) in accordance with
applicable statutes, (b) by or at the direction of the board of directors, or
(c) by any stockholder who complies with the procedures set forth in the
certificate of incorporation with respect thereto. The date, place and time of
said annual meeting of the stockholders shall be determined by the board of
directors.

     SECTION 3. SPECIAL MEETINGS. Special meetings of stockholders, for any
purpose or purposes, unless otherwise prescribed by law or by the certificate of
incorporation, may be called by the chairman of the board and shall be called by
the chairman of the board or corporate secretary pursuant to a resolution
adopted by the affirmative vote of a majority of the entire board of directors.
Such resolution shall state the purpose or purposes of the proposed meeting.
Business transacted at any special meeting of stockholders shall be limited to
the purposes stated in the resolution.

     SECTION 4. NOTICE. Written notice of a meeting, annual or special, stating
the place, date and hour of the meeting, and in the case of a special meeting
stating the purpose or purposes for which the meeting is called, shall be given
to each stockholder entitled to vote at such meeting, not less than ten



                                       

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nor more than sixty days, or if a vote of stockholders on a merger or
consolidation is one of the stated purposes of the meeting, not less than twenty
nor more than sixty days before the date of the meeting.

     SECTION 5. STOCKHOLDER LIST. The officer who has charge of the stock ledger
of the corporation shall prepare or cause to be prepared and make, at least ten
days before every meeting of stockholders, a complete list of the stockholders
entitled to vote at the meeting, arranged in alphabetical order and showing the
address of each stockholder and the number of shares registered in the name of
each stockholder. Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten days prior to the meeting, either at a place within the
city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place where the meeting
is to be held. The list shall also be produced and kept at the time and place of
the meeting during the whole time thereof and may be inspected by any
stockholder who is present.

     SECTION 6. QUORUM. The holders of a majority of the stock outstanding and
entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at any meeting of stockholders for the transaction of
business, except as otherwise required by law or by the certificate of
incorporation. Abstentions shall be counted as present in person or represented
by proxy for purposes of determining the existence of a quorum for purposes of
this Section 6 of Article II. If, however, such quorum shall not be present or
represented at a meeting of stockholders, the stockholders entitled to vote
thereat, present in person or represented by proxy, shall have the power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting of the place, date and hour of the adjourned meeting, until a quorum
shall be present or represented by proxy. At such adjourned meeting at which a
quorum shall be present or represented by proxy, any business may be transacted
which might have been transacted at the meeting as originally notified. If the
adjournment is for more than thirty days, or if after the adjournment a new
record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the
meeting.

     SECTION 7. REQUIRED VOTE. When a quorum is present at any meeting of
stockholders, the vote of the holders of a majority of the stock having voting
power present in person or represented by proxy and voting thereon shall decide
any question (other than the election of directors which shall be determined by
a plurality vote) brought before such meeting, unless the question is one upon
which by express provision of law or statute or of the certificate of
incorporation or of these bylaws, a different vote is required, in which case
such express provision shall govern and control the decision of such question."

     SECTION 8. VOTING. Except as otherwise required by law or by the provisions
of the certificate of incorporation or any amendment thereto or by the
resolution or resolutions of the board of directors providing for the issue of
any class or series of preferred stock of the corporation, the holders of the
common stock of the corporation shall have sole voting power. No proxy shall be
voted on after three years from its date, unless the proxy provides for a longer
period. A duly executed proxy shall be irrevocable if it states that it is
irrevocable and if, and only as long as, it is coupled with an interest
sufficient in law to support an irrevocable power, regardless of whether the
interest with which it is


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coupled is an interest in the stock itself or an interest in the corporation
generally. A stockholder may revoke any proxy which is not irrevocable by
attending the meeting and voting in person or by filing with the corporate
secretary an instrument in writing revoking the proxy or another duly executed
proxy bearing a later date.

     SECTION 9. MEETING PROCEDURE. Meetings of stockholders shall be presided
over by the chairman of the board, or in the absence of the chairman of the
board by the president, or in the absence of the president by a vice president,
or in the absence of the foregoing persons by a chairman designated by the board
of directors, or in the absence of such designation by a chairman chosen at the
meeting. The corporate secretary, or in the absence of the corporate secretary
an assistant corporate secretary, shall act as secretary of the meeting, but in
the absence of the corporate secretary and any assistant corporate secretary,
the chairman of the meeting may appoint any person to act as secretary of the
meeting.

     The order of business at each such meeting shall be as determined by the
chairman of the meeting. The chairman of the meeting shall have the right and
authority to prescribe such rules, regulations and procedures and to do all such
acts and things as are necessary or desirable for the proper conduct of the
meeting, including, without limitation, the establishment of procedures for the
maintenance of order and safety, limitations on the time allotted to questions
or comments on the affairs of the corporation, restrictions on entry to such
meeting after the time prescribed for the commencement thereof and the opening
and closing of the voting polls. The chairman of any meeting of stockholders
shall have full and complete authority over the interpretation of any rules,
regulations or procedures prescribed in connection with such meeting, and there
shall be no appeal from the ruling of the chairman. The chairman may ask or
require anyone who is not a bona fide stockholder or holder of a valid proxy, or
who is disrupting or inhibiting the orderly conduct of the meeting, to leave the
meeting. If disorder or any other event should arise which prevents continuation
of the legitimate business of the meeting, the chairman may announce the
adjournment of the meeting; and upon his or her doing so, the meeting will be
immediately adjourned until such later time as the chairman may determine,
without notice other than the announcement at the meeting of the place, date and
hour of the adjourned meeting. At such adjourned meeting at which a quorum shall
be present or represented by proxy, any business may be transacted which might
have been transacted at the meeting as originally notified. If the adjournment
is for more than thirty days, or if after the adjournment a new record date is
fixed for the adjourned meeting, a notice of the adjourned meeting shall be
given to each stockholder of record entitled to vote at the meeting.

     SECTION 10. INSPECTORS. Prior to any meeting of stockholders, the board of
directors, the chairman of the board or the president shall appoint one or more
inspectors to act at such 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 the meeting of
stockholders, the chairman of the meeting shall appoint one or more inspectors
to act at the meeting. Each inspector, before entering upon the discharge of his
or her duties, shall take and sign an oath faithfully to execute the duties of
inspector with strict impartiality and according to the best of his or her
ability. The inspectors shall ascertain the number of shares outstanding and the
voting power of each, determine the shares represented at the meeting and the
validity of proxies and ballots, count all votes


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and ballots, determine and retain for a reasonable period a record of the
disposition of any challenges made to any determination by the inspectors and
certify their determination of the number of shares represented at the meeting
and their count of all votes and ballots. The inspectors may appoint or retain
other persons to assist them in the performance of their duties. 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. No
ballot, proxy or vote, nor any revocation thereof or change thereto, shall be
accepted by the inspectors after the closing of the polls. In determining the
validity and counting of proxies and ballots, the inspectors shall be limited to
an examination of the proxies, any envelopes submitted therewith, any
information provided by a stockholder who submits a proxy by telegram, cablegram
or other electronic transmission from which it can be determined that the proxy
was authorized by the stockholder, the ballots and the regular books and records
of the corporation, and the inspectors may also consider other reliable
information for the limited purpose of reconciling proxies and ballots submitted
by or on behalf of banks, brokers, their nominees or similar persons which
represent more votes than the holder of a proxy is authorized by the record
owner to cast or more votes than the stockholder holds of record. If the
inspectors consider other reliable information for such purpose, they shall, at
the time they make their certification, specify the precise information
considered by them, including the person or persons from whom they obtained the
information, when the information was obtained, the means by which the
information was obtained and the basis for the inspectors' belief that such
information is accurate and reliable.

                                   ARTICLE III

                                    DIRECTORS

     SECTION 1. NUMBER AND TERM. The number of directors constituting the whole
board shall be fixed from time to time by resolution adopted by the affirmative
vote of a majority of the entire board of directors, except that the minimum and
maximum number of directors shall be as set forth in the certificate of
incorporation. Directors shall be elected at annual meetings of stockholders,
except as provided in Section 2 of this Article III, and each director shall
hold office until a successor is elected and qualified or until that director's
earlier resignation or removal. Directors need not be stockholders.

     SECTION 2. NEWLY CREATED DIRECTORSHIPS AND VACANCIES. Except as otherwise
required by law or by the certificate of incorporation, any newly created
directorships resulting from any increase in the number of directors and any
vacancies on the board of directors resulting from death, resignation,
disqualification, removal or other cause shall be filled by the affirmative vote
of a majority of the directors then in office, even though less than a quorum,
or by the sole remaining director, as the case may be. If there are no directors
in office, then an election of directors may be held in the manner provided by
law. Any additional director of any class elected to fill a newly created
directorship or vacancy in such class shall hold office for a term that shall
coincide with the remaining term of that class. A director shall hold office
until the annual meeting for the year in which such director's term expires and
until such director's successor shall have been elected and qualified, or until
such director's earlier death, resignation, disqualification or removal. No
decrease in the number of directors constituting the board of directors shall
shorten the term of any incumbent director.



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     SECTION 3. POWERS. The business and affairs of the corporation shall be
managed by or under the direction of the board of directors, which may exercise
all such powers of the corporation and do all such lawful acts and things as are
not by law or by the certificate of incorporation or by these bylaws directed or
required to be exercised or done by the stockholders.

     SECTION 4. PLACE OF MEETINGS. The board of directors of the corporation may
hold meetings, both regular and special, either within or outside the state of
Delaware.

     SECTION 5. REGULAR MEETINGS. A regular meeting of the board of directors
may be held without other notice than this bylaw immediately following and at
the same place as the annual meeting of stockholders. In the event such meeting
is not held at the time and place specified in the preceding sentence, the
meeting may be held at such time and place as shall be specified in a notice
given as hereinafter provided for special meetings of the board or as shall be
specified in written waivers signed by all of the directors. Other regular
meetings of the board may be held without notice at such time and at such place
as shall from time to time be determined by the board.

     SECTION 6. SPECIAL MEETINGS. Special meetings of the board of directors may
be called by the chairman of the board and shall be called by the chairman of
the board or corporate secretary on the written request of two directors, on not
less than two days' notice to each director.

     SECTION 7. QUORUM. At any meeting of the board of directors a majority of
the total number of directors then constituting the whole board of directors
shall constitute a quorum for the transaction of business, and the act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the board of directors, except as otherwise required by law
or by the certificate of incorporation or these bylaws. If there is not a quorum
at a meeting of the board, a majority of the directors present may adjourn the
meeting from time to time without further notice.

     SECTION 8. PARTICIPATION WITH COMMUNICATIONS EQUIPMENT. Unless otherwise
restricted by law or by the certificate of incorporation or these bylaws,
members of the board of directors, or of any committee designated by the board
of directors, may participate in a meeting of the board of directors, or of any
committee, by conference telephone or similar communications equipment by means
of which all persons participating in the meeting can hear each other, and
participation in a meeting by such means shall constitute presence at the
meeting.

     SECTION 9. COMMITTEES OF DIRECTORS. The board of directors may, by
resolution passed by the affirmative vote of a majority of the entire board of
directors, designate one or more committees, each committee to consist of one or
more of the directors of the corporation. Such committee or committees shall
have such name or names as may be determined from time to time by resolution
adopted by the board of directors. 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
she or they constitute a quorum, may unanimously appoint another member of the
board of directors to



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act at the meeting in the place of any such absent or disqualified member;
provided that at any such meeting, the committee shall not revise or rescind any
previous action of the committee without the affirmative vote of a majority of
the regular members present. Any such committee, to the extent provided in the
resolution of the board of directors, shall have and may exercise all of the
powers and authority of the board of directors in the management of the business
and affairs of the corporation, and may authorize the seal of the corporation to
be affixed to all papers which may require the seal; but no such committee shall
have the power or authority in reference to amending the certificate of
incorporation, adopting an agreement of merger or consolidation, 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 a dissolution, or amending the
bylaws of the corporation; and, unless the resolution designating such committee
or the certificate of incorporation expressly so provides, 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. The member
of a committee of one or a majority of the members of any other committee shall
constitute a quorum for the transaction of business at a meeting thereof, and
action by any committee must be authorized by the affirmative vote of the member
of a committee of one or of a majority of the members of any other committee
present at a meeting at which a quorum is present. Each committee shall have a
chairman, appointed by the board of directors, who shall preside at all meetings
of such committee. Each committee shall keep regular minutes of its meetings and
shall furnish them to the board of directors when required.

     Special meetings of any committee of the board may be called by the
chairman of the board or the chairman of the committee on not less than
forty-eight hours' notice to each member of the committee. Special meetings of
any committee of the board at which members participate by means of conference
telephone or similar communications equipment as provided by Section 9 of this
Article III of these bylaws, and at which at least a majority of the members of
the committee participate, may be called by the chairman of the board on not
less than six hours notice to each member of the committee.

     SECTION 10. COMPENSATION OF DIRECTORS. Unless otherwise restricted by the
certificate of incorporation, the board of directors shall have the authority to
fix the compensation of directors. The receipt of such compensation shall not
preclude any director from serving the corporation in any other capacity and
receiving compensation therefor. Members of special or standing committees may
be allowed like compensation for attending committee meetings. The directors may
be reimbursed for any expenses of attending meetings of the board of directors
and of committees of the board.

     SECTION 11. RESIGNATION OF DIRECTORS. A resignation of a director shall be
effective upon receipt by the chairman of the board of a signed written notice
of such resignation, or, should such notice contain a specified date of
resignation, at such specified date. No acceptance by the board of directors is
required for such resignation to be effective.


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                                   ARTICLE IV

                                    NOTICES

     SECTION 1. METHOD OF GIVING NOTICE. Whenever notice is required to be given
to any director or stockholder pursuant to any provision of law, the certificate
of incorporation, these bylaws or the resolutions or other governing provisions
relating to a committee of the board of directors, such notice may be given in
writing, personally, by mail or reputable courier or overnight delivery service.
If mailed or sent by courier or overnight delivery service, such notice shall be
deemed to be given when deposited in the United States mail or with the courier
or overnight delivery service, as the case may be, addressed to such director or
stockholder at that person's address as it appears on the records of the
corporation, with postage thereon or payment therefor prepaid. Notice to
directors may also be given by telegram and shall be deemed to be given at the
time of delivery to the telegraph company, or by telex or facsimile transmission
to such number as shall appear on the records of the corporation, which telex or
facsimile notice shall be deemed to be given at the time of transmission
thereof.

     SECTION 2. WAIVER OF NOTICE. Whenever notice is required to be given
pursuant to any provision of law, the certificate of incorporation, these bylaws
or the resolutions or other governing provisions relating to a committee of the
board of directors, a written waiver of such notice, signed by the person or
persons entitled to notice, whether before or after the time stated therein,
shall be deemed equivalent to such notice. Attendance of a person at a meeting
shall constitute a waiver of notice of such meeting, except when the person
attends the 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.

                                    ARTICLE V

                                    OFFICERS

     SECTION 1. OFFICES. The officers of the corporation shall be elected by the
board of directors and shall be a chairman of the board, a president, one or
more vice presidents (the number and designation thereof to be determined by the
board of directors), a corporate secretary, a treasurer, a controller and such
assistant corporate secretaries, assistant treasurers, assistant controllers and
other subordinate officers as may be elected or appointed by the board of
directors. Any number of offices may be held by the same person, unless the
certificate of incorporation or these bylaws otherwise provide.

     SECTION 2. ADDITIONAL OFFICERS. The board of directors may appoint such
other officers and agents as it shall deem necessary, who shall hold their
offices for such terms and shall exercise such powers and perform such duties as
shall be determined from time to time by the board.

     SECTION 3. COMPENSATION OF OFFICERS. The compensation of all officers of
the corporation shall be fixed by or under the direction of the board of
directors.

     SECTION 4. TERM OF OFFICE AND VACANCY. Each officer shall hold office until
a successor is chosen and qualifies or until the officer's earlier resignation
or removal. Any officer elected or


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appointed by the board of directors may be removed at any time by or under the
direction of the board of directors. Any vacancy occurring in any office of the
corporation shall be filled by the board of directors.

     SECTION 5. CHAIRMAN OF THE BOARD. The chairman of the board shall preside
at all meetings of the stockholders and the board of directors, and shall have
general authority over the business and affairs of the corporation, subject to
the direction of the board of directors. 

     SECTION 6. PRESIDENT. The president shall (a) be the chief executive
officer of the corporation, (b) have immediate supervision and control over the
business and operations of the corporation, subject to the direction of the
board of directors and the chairman of the board, (c) see that all orders and
resolutions of the board of directors are carried into effect and (d) have the
power to execute bonds, mortgages and other contracts, agreements and
instruments, except where required or permitted by law to be otherwise signed
and executed or where the signing and execution thereof shall be expressly
delegated by the board of directors to some other officer or agent of the
corporation. In the absence of the chairman of the board, or in the event of his
inability to act, the president shall perform the duties of the chairman of the
board and when so acting shall have all the powers of, and be subject to all the
restrictions upon, the chairman of the board.

     SECTION 7. VICE PRESIDENTS. In the absence of the president or in the event
of the disability of the president, the vice president (or if there be more than
one, first, the executive vice presidents (if any), then the senior vice
presidents (if any), then the vice presidents, within each category in the order
designated by the board of directors, or in the absence of any designation, then
in the order of their most recent election) shall perform the duties of the
president and when so acting shall have all the powers of and be subject to all
the restrictions upon the president. The vice presidents shall perform such
other duties and have such other powers as the board of directors, the chairman
of the board or the president may from time to time prescribe.

     SECTION 8. CORPORATE SECRETARY. The corporate secretary shall (a) attend
all meetings of the board of directors and all meetings of the stockholders and
record all of the proceedings of the meetings of the board of directors and of
the stockholders in a book to be kept for that purpose and perform like duties
for the standing committees when required, (b) give, or cause to be given,
notice of all special meetings of the board of directors and all meetings of the
stockholders and (c) perform such other duties as may be prescribed by the board
of directors, the chairman of the board or the president. The corporate
secretary shall have custody of the corporate seal of the corporation and shall
have authority to affix it to any instrument requiring the seal, and when so
affixed, the seal may be attested by the signature of such officer. The board of
directors may give general authority to any other officer to affix the seal of
the corporation and to attest the affixing by signature.

     SECTION 9. ASSISTANT CORPORATE SECRETARIES. The assistant corporate
secretary (or if there be more than one, the assistant corporate secretaries in
the order determined by the board of directors, or if there be no such
determination, then in the order of their most recent election or appointment)
shall, in the absence of the corporate secretary or in the event of the
disability of the corporate secretary, perform the duties and exercise the
powers of the corporate secretary and shall perform such other duties and have
such other powers as the board of directors, the chairman of the


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board or the president may from time to time prescribe.

     SECTION 10. TREASURER. The treasurer shall (a) have custody of the
corporate funds and securities, (b) deposit all moneys and other valuable
effects in the name and to the credit of the corporation in such depositories as
may be designated by the board of directors, (c) disburse the funds of the
corporation as may be ordered by the board of directors, taking proper vouchers
for such disbursements, (d) keep full and accurate records of such receipts,
deposits, and disbursements in books belonging to the corporation, (e) render to
the chairman of the board and the board of directors, at its regular meetings,
or when the board of directors so requests, an account of all the transactions
of the treasurer, and (f) perform such other duties and have such other powers
as the board of directors, the chairman of the board or the president may from
time to time prescribe.

     SECTION 11. ASSISTANT TREASURERS. The assistant treasurer (or if there
shall be more than one, the assistant treasurers in the order determined by the
board of directors, or if there be no such determination, then in the order of
their most recent election or appointment) shall, in the absence of the
treasurer or in the event of the disability of the treasurer, perform the duties
and exercise the powers of the treasurer and shall perform such other duties and
have such other powers as the board of directors, the chairman of the board or
the president may from time to time prescribe.

     SECTION 12. CONTROLLER. The controller shall (a) be the principal
accounting officer of the corporation, (b) supervise the preparation and
maintenance of the accounting books, records and reports of the Company, (c)
render to the chairman of the board and the board of directors, at its regular
meetings, or when the board of directors so requests, an account of all the
transactions of the controller and of the financial condition of the
corporation, and (d) perform such other duties and have such other powers as the
board of directors, the chairman of the board or the president may from time to
time prescribe.

     SECTION 13. ASSISTANT CONTROLLERS. The assistant controller (or if there
shall be more than one, the assistant controllers in the order determined by the
board of directors, or if there be no such determination, then in the order of
their most recent election or appointment) shall, in the absence of the
controller or in the event of the disability of the controller, perform the
duties and exercise the powers of the controller and shall perform such other
duties and have such other powers as the board of directors, the chairman of the
board or the president may from time to time prescribe.

                                   ARTICLE VI

                               STOCK CERTIFICATES

     SECTION 1. RIGHT OF HOLDER TO CERTIFICATE. Each holder of stock in the
corporation shall be entitled to have a certificate signed by or in the name of
the corporation by the chairman of the board, the president or a vice president
and by the corporate secretary or an assistant corporate secretary, or the
treasurer or an assistant treasurer of the corporation, certifying the number of
shares owned by him or her and sealed with the seal or a facsimile of the seal
of the corporation. Any of or all of the signatures on the certificate may be a
facsimile. In case any officer, transfer agent or registrar



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who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, such certificate may be issued by the corporation with
the same effect as if such former officer, transfer agent or registrar were such
officer, transfer agent or registrar at the date of issue.

     SECTION 2. MORE THAN ONE CLASS OR SERIES OF STOCK. If the corporation shall
be authorized to issue more than one class of stock or more than one series of
any class of stock, the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and rights shall be set forth in full or summarized on the face or back of the
certificate that the corporation shall issue to represent such class or series
of stock, provided that, except as otherwise provided in Section 202 of the
General Corporation Law of the State of Delaware, in lieu of the foregoing
requirements, there may be set forth on the face or back of the certificate a
statement that the corporation will furnish, without charge to each stockholder
who so requests, the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
or rights.

     SECTION 3. UNCERTIFICATED SHARES. The board of directors of the corporation
may provide by resolution that some or all of any or all classes and series of
its shares shall be uncertificated shares, and may provide an election by
individual stockholders to receive certificated or uncertificated shares and the
conditions of such election, provided that such resolution shall not apply to
shares represented by a certificate until such certificate is surrendered to the
corporation. Within a reasonable time after the registration of issuance or
transfer of uncertificated shares, the corporation shall send to the registered
owner thereof a written notice containing the information required to be set
forth or stated on certificates pursuant to the General Corporation Law of the
State of Delaware or these bylaws. Except as otherwise expressly provided by
law, the rights and obligations of the holders of uncertificated shares and
rights and obligations of the holders of certificates representing shares of the
same class and series shall be identical.

     SECTION 4. LOST CERTIFICATES. The board of directors or any two officers of
the corporation authorized to sign a stock certificate as provided in Section 1
of this Article VI may authorize the issuance of a new certificate in lieu of a
certificate alleged by the holder thereof to have been lost, stolen or
destroyed, upon compliance by such holder, or his legal representatives, with
such requirements as the board of directors or such officers may impose or
authorize. Any authorization by the board of directors or the officers
contemplated by the preceding sentence may be general or confined to specific
instances.

     SECTION 5. REGISTRATION OF TRANSFERS. Upon surrender to the corporation or
the transfer agent of the corporation of a certificate for shares duly endorsed
or accompanied by proper evidence of succession, assignation or authority to
transfer, the corporation or its transfer agent shall cancel the old
certificate, record the transaction upon its stock records, and either issue a
new certificate to the person entitled thereto or credit the proper number of
shares to an account of the person entitled thereto maintained on the books of
the corporation. Upon request the corporation or transfer agent shall issue a
certificate for all or any part of the shares held in such an account.



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     SECTION 6. RECORD DATE. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, the board of directors may fix a record date, which
shall not precede the date upon which the resolution fixing the record date is
adopted by the board of directors, and which shall not be more than sixty nor
less than ten days before the date of such meeting. If no record date is fixed
by the board of directors, the record date for determining stockholders entitled
to notice of or to vote at a meeting of stockholders shall be 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 entitled to
notice of or to vote at a meeting of stockholders shall apply to any adjournment
of the meeting; provided, however, that the board of directors may fix a new
record date for the adjourned meeting.

     In order that the corporation may determine the 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 of directors 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 of
directors adopts the resolution relating thereto.

     SECTION 7. REGISTERED STOCKHOLDERS. The corporation shall be entitled to
recognize the exclusive right of a person registered in its stock records as the
owner of shares to receive dividends, and to vote as such owner, and to hold
liable for calls and assessments a person registered on its books as the owner
of shares, and shall not be bound to recognize any equitable or other claim to
or interest in such shares on the part of any other person, whether or not it
shall have express or other notice thereof, except as otherwise required by law.

                                   ARTICLE VII
                                OTHER PROVISIONS

     SECTION 1. DIVIDENDS. Dividends upon the capital stock of the corporation,
subject to the provisions of the certificate of incorporation, if any, may be
declared by the board of directors at any regular or special meeting, pursuant
to applicable law. Dividends may be paid in cash, in property, or in shares of
the capital stock, subject to the provisions of the certificate of incorporation
and requirements of applicable law.

     SECTION 2. SIGNATURES ON CHECKS AND NOTES. All checks or demands for money
and notes of the corporation shall be signed by such officer or officers or such
other person or persons as the board of directors may from time to time
designate.

     SECTION 3. FISCAL YEAR. The fiscal year of the corporation shall end on
December 31 in each year.


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     SECTION 4. SEAL. The corporate seal shall be inscribed with the name of the
corporation and the words "Corporate Seal" and "Delaware." The seal may be used
by causing it or a facsimile thereof to be impressed or affixed or in any other
manner reproduced.

     SECTION 5. INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS. Each person
who is or was a director or officer of the corporation and each person who
serves or served at the request of the corporation as a director or officer (or
equivalent) of another corporation, partnership, joint venture, trust or other
enterprise (and the heirs, executors, administrators and estates of any such
persons), shall be indemnified by the corporation in accordance with, and to the
fullest extent authorized by, the provisions of the General Corporation Law of
the State of Delaware as it may from time to time be amended, except as to any
action, suit or proceeding brought by or on behalf of the director or officer of
the corporation without prior approval of the board of directors. Each person
who is or was an employee or agent of this corporation, and each person who
serves or has served at the request of the corporation as an employee or agent
of another corporation, partnership, joint venture, trust or other enterprise,
may be similarly indemnified at the discretion of the board of directors.
Expenses incurred by an officer or director in defending a civil or criminal
action, suit or proceeding shall be paid by the corporation in advance of such
action, suit or proceeding upon receipt of an undertaking by or on behalf of
such director or officer to repay such amount if it shall ultimately be
determined that he is not entitled under applicable law to be indemnified by the
corporation as authorized in this section. Such expenses incurred by other
employees and agents may be so paid upon such terms and conditions, if any, as
the board of directors deems appropriate. The indemnification and advancement of
expenses provided by, or granted pursuant to, this Section 5 of Article VII
shall not be deemed exclusive of any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under any bylaw,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in his official capacity and as to action in another capacity while
holding such office. Any amendment or repeal of this bylaw shall not limit the
right of any person to indemnity with respect to actions taken or omitted to be
taken by such person prior to such amendment or repeal.

                                  ARTICLE VIII

                                   AMENDMENTS

     These bylaws may be altered, amended or repealed or new bylaws may be
adopted either (i) at any meeting of the stockholders, provided that any
alteration, amendment, repeal or adoption proposed to be acted upon at such
meeting shall have been described or referred to in the notice of such meeting,
or (ii) at any meeting of the board of directors, provided that any such
alteration, amendment, repeal or adoption proposed to be acted upon at such
meeting shall have been described or referred to in the notice of such meeting
or an announcement with respect thereto shall have been made at the last
previous board of directors meeting.

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