EXHIBIT 3.2

                               HAGLER BAILLY, INC.

                                     BYLAWS

                                ARTICLE I OFFICES

     1.1  Registered  Office:  The  registered  office  shall  be in the City of
Wilmington, County of New Castle, State of Delaware.

         1.2 Other Offices:  The corporation may also have offices at such other
places both  within and without the State of Delaware as the board of  directors
may from time to time determine or the business of the corporation may require.

                                                    ARTICLE II

                                             MEETINGS OF STOCKHOLDERS

         2.1  Place  of  Meetings:  All  meetings  of the  stockholders  for the
election of directors  shall be held at such place either  within or without the
State of  Delaware  as shall be  designated  from  time to time by the  board of
directors and stated in the notice of the meeting.  Meetings of stockholders for
any other  purpose  may be held at such time and place,  within or  without  the
State of Delaware,  as shall be stated in the notice of the meeting or in a duly
executed waiver of notice thereof.

         2.2 Date of Annual Meeting: Annual meetings of stockholders, commencing
with the year 1996,  shall be held on the first Wednesday of May, if not a legal
holiday,  and if a legal  holiday,  then on the next secular day  following,  at
10:00 o'clock  A.M., or at such other date and time as shall be designated  from
time to time by the board of directors  and stated in the notice of the meeting,
at which they shall elect by a plurality vote a board of directors, and transact
such other business as may properly be brought before the meeting.

         2.3 Notice of Annual  Meeting:  Written  notice of the  annual  meeting
stating  the  place,  date  and  hour of the  meeting  shall  be  given  to each
stockholder  entitled  to vote at such  meeting  not less than ten nor more than
sixty days before the date of the meeting.

         2.4  Stockholders  List: The officer who has charge of the stock ledger
of the  corporation  shall  prepare  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 stockholders,  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.
         2.5 Special  Meetings:  Special meetings of the  stockholders,  for any
purpose  or  purposes,   unless  otherwise  prescribed  by  statute  or  by  the
certificate of incorporation, may be called by the president and shall be called
by the  president  or  secretary  at the request in writing of a majority of the
board of  directors,  or at the  request  in writing  of  stockholders  owning a
majority in amount of the entire  capital  stock of the  corporation  issued and
outstanding  and  entitled  to vote.  Such  request  shall  state the purpose or
purposes of the proposed meeting.

         2.6 Notice of Special  Meetings:  Written  notice of a special  meeting
stating the place,  date and hour of the meeting and the purpose or purposes for
which  the  meeting  is  called,  shall be given not less than ten nor more than
sixty days before the date of the meeting, to each stockholder  entitled to vote
at such meeting.

     2.7 Business  Transacted  at Special  Meeting:  Business  transacted at any
special meeting of  stockholders  shall be limited to the purposes stated in the
notice.

         2.8  Quorum:  The  holders  of a  majority  of  the  stock  issued  and
outstanding  and entitled to vote thereat,  present in person or  represented by
proxy,  shall  constitute a quorum at all meetings of the  stockholders  for the
transaction  of  business  except as  otherwise  provided  by  statute or by the
certificate of incorporation.  If, however,  such quorum shall not be present or
represented at any meeting of the  stockholders,  the  stockholders  entitled to
vote thereat,  present in person or  represented  by proxy,  shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting,  until a quorum shall be present or represented.  At such adjourned
meeting at which a quorum  shall be present or  represented  any business may be
transacted  which  might  have been  transacted  at the  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.

         2.9 Vote Required: When a quorum is present at any meeting, the vote of
the holders of a majority of the stock having  voting power present in person or
represented  by proxy shall decide any  question  brought  before such  meeting,
unless the question is one upon which by express provision of the statutes or of
the  certificate  of  incorporation,  a different vote is required in which case
such express provision shall govern and control the decision of such question.

         2.10  Voting:   Unless   otherwise   provided  in  the  certificate  of
incorporation  each  stockholder  shall at every meeting of the  stockholders be
entitled to one vote in person or by proxy for each share of the  capital  stock
having  voting  power held by such  stockholder,  but no proxy shall be voted on
after three years from its date,  unless the proxy provides for a longer period.
At all elections of the directors of the  corporation  each  stockholder  having
voting power shall be entitled to exercise the right to cumulative  voting,  but
only if so provided in the certificate of incorporation.

         2.11  Action  Without  Meeting:   Unless  otherwise   provided  in  the
certificate of  incorporation,  any action required to be taken at any annual or
special meeting of stockholders of the  corporation,  or any action which may be
taken at any  annual  or  special  meeting  of such  stockholders,  may be taken
without a meeting  without  prior  notice  and  without a vote,  if a consent in
writing,  setting  forth the action so taken,  shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary  to  authorize  or take such  action at a meeting  at which all shares
entitled to vote thereon were present and voted.  Prompt notice of the taking of
the corporate  action without a meeting by less than unanimous  written  consent
shall be given to those stockholders who have not consented in writing.

                                   ARTICLE III

                                    DIRECTORS

         3.1 Number of Directors:  The first board shall consist of a minimum of
one (1)  director.  Thereafter,  the number of directors  shall be determined by
resolution  of the  board of  directors  or by the  stockholders  at the  annual
meeting.   The  directors  shall  be  elected  at  the  annual  meeting  of  the
stockholders,  except as  provided  in  Section  3.2 of these  ByLaws,  and each
director elected shall hold office until his successor is elected and qualified.
Directors need not be stockholders.

         3.2 Vacancies: Vacancies and newly created directorships resulting from
any increase in the  authorized  number of directors may be filled by a majority
of the  directors  then in  office,  though  less  than a  quorum,  or by a sole
remaining director, and the directors so chosen shall hold office until the next
annual  election and until their  successors are duly elected and shall qualify,
unless sooner displaced.  If there are no directors in office,  then an election
of directors may be held in the manner  provided by statute.  If, at the time of
filling any vacancy or any newly created  directorship,  the  directors  then in
office shall  constitute less than a majority of the whole board (as constituted
immediately  prior to any  such  increase),  the  Court of  Chancery  may,  upon
application of any stockholder or  stockholders  holding at least ten percent of
the total number of the shares at the time outstanding  having the right to vote
for such  directors,  summarily  order an  election  to be held to fill any such
vacancies or newly created directorships,  or to replace the directors chosen by
the directors then in office.

         3.3 Powers of  Directors:  The  business  of the  corporation  shall be
managed by or under the  direction of its board of directors  which may exercise
all such powers of the corporation and do all such lawful acts and things as are
not by  statute  or by the  certificate  of  incorporation  or by  these  bylaws
directed or required to be exercised or done by the stockholders.

         3.4 Place of Meetings:  The board of directors of the  corporation  may
hold meetings,  both regular and special,  either within or without the State of
Delaware.

         3.5 First  Meeting:  The first  meeting of each newly  elected board of
directors  shall be held at such time and place as shall be fixed by the vote of
the  stockholders  at the annual  meeting and no notice of such meeting shall be
necessary to the newly  elected  directors in order  legally to  constitute  the
meeting,  provided a quorum shall be present. In the event of the failure of the
stockholders to fix the time or place of such first meeting of the newly elected
board of  directors,  or in the event  such  meeting is not held at the time and
place so fixed by the  stockholders,  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 of directors or as shall be specified in a written
waiver signed by all of the directors.
         3.6 Regular  Meetings:  Regular  meetings of the board of directors may
beheld  without notice at such time and at such place as shall from time to time
be determined by the board.

         3.7 Special  Meetings:  Special  meetings of the board may be called by
the president without notice to each director;  special meetings shall be called
by the  president  or secretary in like manner and on like notice on the written
request of two  directors  unless the board  consists of only one  director;  in
which case  special  meetings  shall be called by the  president or secretary in
like manner and on like notice on the written request of the sole director.

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

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

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

         3.11 Committees of Directors: The board of directors may, by resolution
passed by a  majority  of the whole  board,  designate  one or more  committees,
including a Management  Committee,  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 of
directors to act at the meeting in the place of any such absent or  disqualified
member.  Any such  committee,  to the extent  provided in the  resolution of the
board of directors,  shall have and may exercise all the powers and authority of
the board of  directors  in the  management  of the  business and affairs of the
corporation,  and may authorize the seal of the corporation to be affixed to all
papers  which may  require  it;  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 or the certificate of incorporation  expressly so provide,
no such committee  shall have the power or authority to declare a dividend or to
authorize the issuance of stock.  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.

         3.12 Minute of Committees: Each committee shall keep regular minutes of
its meetings and report the same to the board of directors when required.

         3.13  Compensation  of Directors:  Unless  otherwise  restricted by the
certificate of incorporation or these bylaws,  the board of directors shall have
the authority to fix the  compensation  of directors.  The directors may be paid
their expenses,  if any, of attendance at each meeting of the board of directors
and may be paid a fixed  sum for  attendance  at each  meeting  of the  board of
directors or a stated  salary as director.  No such payment  shall  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.

         3.14  Removal  of  Directors:   Unless  otherwise   restricted  by  the
certificate  of  incorporation  or by law,  any  director or the entire board of
directors may be removed, with or without cause, by the holders of a majority of
shares entitled to vote at an election of directors.

                                                    ARTICLE IV

                                     NOTICES

         4.1 Form:  Whenever,  under the  provisions  of the  statutes or of the
certificate of incorporation or of these bylaws,  notice is required to be given
to any  director or  stockholder,  it shall not be  construed  to mean  personal
notice,  but such notice may be given in  writing,  by mail,  addressed  to such
director  or  stockholder,  at his  address as it appears on the  records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to directors may also be given by telegram.

         4.2  Waiver:  Whenever  any notice is  required  to be given  under the
provisions of the statutes or of the  certificate of  incorporation  or of these
bylaws, a waiver thereof in writing, signed by the person or persons entitled to
said notice,  whether before or after the time stated  therein,  shall be deemed
equivalent thereto.

                                    ARTICLE V

                                                ARTICLE V OFFICERS

         5.1 Officers Required:  The officers of the corporation shall be chosen
by the board of directors and shall be a chairman of the board,  a president,  a
chief financial  officer/treasurer  and a secretary.  The board of directors may
also choose one or more  vice-presidents,  and one or more assistant secretaries
and assistant treasurers.  Any number of offices may be held by the same person,
unless the certificate of incorporation or these bylaws otherwise provide.
         5.2 Election by Directors:  The board of directors at its first meeting
after each annual meeting of stockholders  shall choose a chairman of the board,
a president, chief financial officer/treasurer and a secretary.

         5.3 Other  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.

         5.4  Salaries:   The  salaries  of  all  officers  and  agents  of  the
corporation shall be fixed by the board of directors.

         5.5 Term; Removal;  Vacancy: The officers of the corporation shall hold
office until their  successors  are chosen and qualify.  Any officer  elected or
appointed  by  the  board  of  directors  may be  removed  at  any  time  by the
affirmative vote of a majority of the board of directors.  Any vacancy occurring
in any office of the corporation shall be filled by the board of directors.

         5.6  Chairman of the Board:  The  chairman  of the board,  who shall be
chosen by and from among the  directors,  shall  (when  present)  preside at all
meetings of the board of directors and  shareholders,  and shall ensure that all
orders and  resolutions of the board of directors and  shareholders  are carried
into  effect.  The  chairman  of the board  shall keep  himself  informed of the
affairs of the corporation, shall advise and counsel with the president, and, in
the  president's  absence,  with other  officers  of the  corporation  and shall
perform  such other  duties as may from time to time be  assigned  to him by the
board of directors.

         5.7 President:  The president shall be the chief  executive  officer of
the corporation, and shall have general and active management of the business of
the corporation.  The president shall be a member of the board of directors, and
in the absence of the  chairman of the board,  shall  preside at meetings of the
board and the stockholders.  If there is no chairman of the board, the president
shall have the duties of the chairman of the board.

         5.8  President's  Execution of Contracts:  The President  shall execute
bonds,  mortgages and other  contracts  requiring a seal,  under the seal of the
corporation,  except where  required or permitted by law to be otherwise  signed
and  executed  and except  where the  signing  and  execution  thereof  shall be
expressly  delegated by the board of directors to some other officer or agent of
the corporation.

         5.9 Vice-President's  Duties: In the absence of the president or in the
event of his  inability or refusal to act, the  vice-president  (or in the event
there be more than one  vice-president,  any executive vice president,  then any
senior vice  president,  then any vice  president,  in each case in the order of
their 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 may from time to time prescribe.

         5.10 Secretary's Duties: The secretary shall attend all meetings of the
board of  directors  and all  meetings  of the  stockholders  and record all the
proceedings of the meetings of the  corporation and of the board of directors in
a book to be kept for  that  purpose  and  shall  perform  like  duties  for the
standing  committees when required.  He shall give, or cause to be given, notice
of all  meetings  of the  stockholders  and  special  meetings  of the  board of
directors,  and shall perform such other duties as maybe prescribed by the board
of directors or president,  under whose  supervision  he shall be. He shall have
custody  of the  corporate  seal  of the  corporation  and he,  or an  assistant
secretary shall have authority to affix the same to any instrument  requiring it
and when so affixed,  it may be attested by his signature or by the signature of
such assistant  secretary.  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 his signature.

         5.11 Assistant Secretary's Duties: the assistant secretary, or if there
be more than one, the assistant secretaries in the order determined by the board
of directors (or if there be no such  determination,  then in the order of their
election)  shall,  in the  absence  of the  secretary  or in  the  event  of his
inability  or refusal to act,  perform the duties and exercise the powers of the
secretary  and shall perform such other duties and have such other powers as the
board of directors may from time to time prescribe.

         5.12 Chief  Financial  Officer/Treasurer's  General  Duties:  The chief
financial  officer/treasurer  shall have the custody of the corporate  funds and
securities   and  shall  keep  full  and  accurate   accounts  of  receipts  and
disbursements in books belonging to the corporation and shall deposit all monies
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.

         5.13 Chief  Financial  Officer/Treasurer  to Disburse  Funds:  He shall
disburse  the  funds  of the  corporation  as may be  ordered  by the  board  of
directors,  taking proper vouchers for such  disbursements,  and shall render to
the president and the board of directors,  at its regular meetings,  or when the
board of  directors  so requires,  an account of all his  transactions  as chief
financial officer and of the financial condition of the corporation.

         5.14 Chief Financial Officer/Treasurer's Bond: If required by the board
of directors, he shall give the corporation a bond (which shall be renewed every
six years) in such sum and with such surety or sureties as shall be satisfactory
to the board of  directors  for the  faithful  performance  of the duties of his
office  and for  the  restoration  to the  corporation,  in  case of his  death,
resignation,  retirement or removal from office, of all books, papers, vouchers,
money and other property of whatever kind in his possession or under his control
belonging to the corporation.

         5.15 Assistant Treasurer's Duties: 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 election),  shall, in the absence of the chief financial officer/treasurer
or in the event of his  inability  or  refusal  to act,  perform  the duties and
exercise the powers of the chief financial  officer/treasurer  and shall perform
such other duties and have such other powers as the board of directors  may from
time to time prescribe.




                                                    ARTICLE VI

         6.1  Certificate  of Stock:  Every  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 or vice-chairman of the board of directors,  or the
president or a vice-president  and the treasurer or an assistant  treasurer,  or
the  secretary or an  assistant  secretary of the  corporation,  certifying  the
number of shares owned by him in the corporation. Certificates may be issued for
partly  paid  shares and in such case upon the face or back of the  certificates
issued to  represent  any such  partly  paid  shares,  the  total  amount of the
consideration  to be paid  therefor,  and  the  amount  paid  thereon  shall  be
specified.  If the corporation  shall be authorized to issue more than one class
of  stock,  or more than one  series of any  class,  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/or  rights shall be set forth in full or
summarized on the face or back of the certificate  which 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 Delaware, in
lieu of the foregoing  requirements,  there may be set forth on the face or back
of the certificate  which the corporation shall issue to represent such class or
series of stock, a statement that the corporation will furnish without charge to
each  stockholder  who so requests  the powers,  designations,  preferences  and
relative, participating, optional or other special rights or each class of stock
or series thereof and the  qualifications,  limitations or  restrictions of such
preferences and/or rights.

         6.2 Signatures:  Any of or all the signatures on the certificate may be
facsimile.  In case any officer,  transfer  agent or registrar 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,  it may be issued by the corporation  with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.

         6.3  Lost  Certificates:  The  board  of  directors  may  direct  a new
certificate  or  certificates  to be  issued  in  place  of any  certificate  or
certificates  theretofore  issued by the corporation  alleged to have been lost,
stolen or destroyed,  upon the making of an affidavit of that fact by the person
claiming  the  certificate  of stock  to be  lost,  stolen  or  destroyed.  When
authorizing  such  issue of a new  certificate  or  certificates,  the  board of
directors may, in its  discretion  and as a condition  precedent to the issuance
thereof,  require the owner of such lost,  stolen or  destroyed  certificate  or
certificates, or his legal representative,  to advertise the same in such manner
as it shall require and/or to give the  corporation a bond in such sum as it may
direct as indemnity  against any claim that may be made against the  corporation
with respect to the certificate alleged to have been lost, stolen or destroyed.

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

         6.5 Fixing 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,  or to express consent to corporate  action in writing
without a meeting,  or  entitled  to receive  payment of any  dividend  or other
distribution  or allotment of any rights,  or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action,  the board of directors may fix, in advance, a record date,
which  shall not be more than  sixty nor less than ten days  before  the date of
such  meeting,   nor  more  than  sixty  days  prior  to  any  other  action.  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.

         6.6  Registered  Stockholders:  The  corporation  shall be  entitled to
recognize the exclusive  right of a person  registered on its books as the owner
of shares to receive  dividends,  and to vote as such owner,  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 share or shares on the part of any other person, whether or not
it shall have express or other notice thereof,  except as otherwise  provided by
the laws of Delaware.

                                   ARTICLE VII

                                                GENERAL PROVISIONS

         7.1  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 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.

         7.2 Reserves:  Before  payment of any dividend,  there may be set aside
out of any funds of the corporation  available for dividends such sum or sums as
the directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies,  or for equalizing dividends,  or for
repairing  or  maintaining  any property of the  corporation,  or for such other
purpose  as  the  directors  shall  think  conducive  to  the  interest  of  the
corporation,  and the  directors  may modify or abolish any such  reserve in the
manner in which it was created.

         7.3 Annual  Statement:  The board of  directors  shall  present at each
annual meeting,  and at any special meeting of the stockholders  when called for
by vote of the  stockholders,  a full and clear  statement  of the  business and
condition of the corporation.

         7.4  Checks:  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.

     7.5 Fiscal Year: The fiscal year of the corporation  shall be determined by
the Board of Directors.
                  ------------

         7.6 Seal: The corporate  seal shall have inscribed  thereon the name of
the  corporation,  the year of its  organization  and the words "Corporate Seal,
Delaware."  The seal may be used by  causing  it or a  facsimile  thereof  to be
impressed or affixed or reproduced or otherwise.

                                                   ARTICLE VIII

                                 INDEMNIFICATION

         8.1 Actions By Third  Parties:  The  corporation  shall  indemnify  any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or  investigative  (other than an action by or in the
right of the  corporation)  by reason of the fact that he is or was a  director,
officer,  employee  or agent of the  corporation,  or is or was  serving  at the
request of the corporation as a director,  officer, employee or agent of another
corporation,  partnership,  joint venture,  trust or other  enterprise,  against
expenses  (including  attorneys'  fees),  judgments,  fines and amounts  paid in
settlement  actually  and  reasonably  incurred by him in  connection  with such
action,  suit or  proceeding  if he  acted  in good  faith  and in a  manner  he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable  cause to believe his conduct was unlawful.  The  termination  of any
action, suit or proceeding by judgment, order, settlement,  conviction or upon a
plea of nolo  contendere  or its  equivalent,  shall not,  of  itself,  create a
presumption  that the person did not act in good faith and in a manner  which he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  and,  with  respect  to any  criminal  action or  proceeding,  had
reasonable cause to believe that his conduct was unlawful.

         8.2  Actions  By or In the Right of the  Corporation:  The  corporation
shall  indemnify  any person who was or is a party or is threatened to be made a
party to any threatened,  pending or completed action or suit by or in the right
of the corporation to procure a judgment in its favor by reason of the fact that
he is or was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director,  officer,  employee
or agent of another  corporation,  partnership,  joint  venture,  trust or other
enterprise against expenses (including  attorneys' fees) actually and reasonably
incurred by him in  connection  with the defense or settlement of such action or
suit if he acted in good faith and in a manner he  reasonably  believed to be in
or not  opposed to the best  interests  of the  corporation  and except  that no
indemnification  shall be made in respect  of any  claim,  issue or matter as to
which such  person  shall have been  adjudged  to be liable  for  negligence  or
misconduct in the performance of his duty to the corporation  unless and only to
the extent  that the Court of Chancery or the court in which such action or suit
was brought shall determine upon application  that,  despite the adjudication of
liability  but in view of all the  circumstances  of the  case,  such  person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.

         8.3  Expenses  of  Successful  Defense:  To the extent that a director,
officer, employee or agent of a corporation has been successful on the merits or
otherwise  in  defense  of  any  action,  suit  or  proceeding  referred  to  in
Sections8.l and 8.2 of these bylaws, or in defense of any claim, issue or matter
therein, he shall be indemnified  against expenses  (including  attorneys' fees)
actually and reasonably incurred by him in connection therewith.

         8.4 Determination That  Indemnification Is Proper: Any  indemnification
under Sections 8.1 and 8.2 of these bylaws, (unless ordered by a court) shall be
made  by the  corporation  only  as  authorized  in  the  specific  case  upon a
determination that indemnification of the director,  officer,  employee or agent
is proper in the  circumstances  because he has met the  applicable  standard of
conduct set forth in Sections 8.1 and 8.2 of these  bylaws.  Such  determination
shall  be made (l) by the  board of  directors  by a  majority  vote of a quorum
consisting of directors who were not parties to such action, suit or proceeding,
or (2) if such a quorum is not  obtainable,  or, even if  obtainable a quorum of
disinterested  directors so directs,  by independent  legal counsel in a written
opinion, or (3) by the stockholders.

         8.5  Advances:  Expenses  incurred  in  defending  a civil or  criminal
action,  suit or  proceeding  may be paid by the  corporation  in advance of the
final disposition of such action,  suit or proceeding as authorized by the board
of directors in the specific case upon receipt of an undertaking by or on behalf
of the director, officer, employee or agent to repay such amount unless it shall
ultimately  be  determined  that  he  is  entitled  to  be  indemnified  by  the
corporation as authorized in this section.

         8.6  Provisions  Not Exclusive:  The  indemnification  provided by this
Article  VIII shall not be deemed  exclusive  of any other rights to which those
seeking  indemnification  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,  and shall  continue  as to a person  who has  ceased to be a  director,
officer,  employee  or agent  and  shall  inure  to the  benefit  of the  heirs,
executors and administrators of such a person.

         8.7 Insurance:  The corporation may purchase and maintain  insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise  against any liability  asserted against him
and incurred by him in any such capacity,  or arising out of his status as such,
whether or not the  corporation  would have the power to  indemnify  him against
such liability under the provisions of this Article VIII.

         8.8  Constituent  Corporation:  For  purposes  of  this  Article  VIII,
references  to "the  corporation"  shall  include,  in addition to the resulting
corporation,  any  constituent  corporation  (including  any  constituent  of  a
constituent)  absorbed  in a  consolidation  or merger  which,  if its  separate
existence  had  continued,  would have had power and  authority to indemnify the
directors, officers, and employees or agents, so that any person who is or was a
director,  officer, employee or agent of such constituent corporation,  or is or
was  serving  at the  request of such  constituent  corporation  as a  director,
officer, employee or agent of another corporation,  partnership,  joint venture,
trust or other enterprise, shall stand in the same position under the provisions
of this Article VIII with respect to the resulting or surviving  corporation  as
he would  have with  respect to such  constituent  corporation  if its  separate
existence had continued.

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

         8.10 Continuation of Indemnification  and Advancement of Expenses:  The
indemnification and advancement of expenses provided by, or granted pursuant to,
this Article VIII shall,  unless otherwise provided when authorized or ratified,
continue  as to a person who has ceased to be a director,  officer,  employee or
agent and shall inure to the benefit of the heirs,  executors and administrators
of such a person.

                                                    ARTICLE IX

                                                    AMENDMENTS

         9.1  Amendments  by  Stockholders  or  Directors:  These  bylaws may be
altered, amended or repealed or new bylaws may be adopted by the stockholders or
by the  board of  directors,  when  such  power is  conferred  upon the board of
directors by the  certificate  of  incorporation  at any regular  meeting of the
stockholders  or of the board of  directors  or at any  special  meeting  of the
stockholders  or of the  board  of  directors  if  notice  of  such  alteration,
amendment,  repeal or adoption of new bylaws be  contained in the notice of such
special meeting. If the power to adopt, amend or repeal bylaws is conferred upon
the board of directors by the certificate of  incorporation  it shall not divest
or limit the power of the stockholders to adopt, amend or repeal bylaws.