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                                                                     EXHIBIT 3.2

                           PathoGenesis Corporation

                                    BY-LAWS

                       [as amended through June 3, 1999]

                                   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
properly be brought 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.

          Any nomination of a person to serve on the Board and any proposal of
business to be considered by stockholders at an annual meeting of stockholders
may be made (a) pursuant to the corporation's notice of such meeting, (b) by or
at the direction of the Board or (c) by any stockholder of the corporation who
was a stockholder of record at the time such person gave the notice provided for
in this By-Law, who is entitled to vote at the meeting and who complied with the
notice procedures set forth in this By-Law.

          For a nomination or other proposal to be properly brought before an
annual meeting by a stockholder pursuant to clause (c) of the foregoing
paragraph of this By-Law, the stockholder must have given timely notice thereof
in writing to the Secretary of the corporation and such other business must
otherwise be a proper matter for stockholder action.  To be timely, a
stockholder's notice shall be delivered to and received at the principal office
of the corporation not less than 60 days nor more than 90 days prior to the
first anniversary of the preceding year's annual meeting; provided, however,
that in the event that the date of the annual meeting is advanced by more than
30 days or delayed by more than 60 days from such anniversary date, notice by
the stockholder to be timely must be so delivered not earlier than the 90th day
prior to such annual meeting and not later than the close of business on the
later of (i) the 60th day prior to such annual meeting or (ii) the 10th day
following the day on which public announcement of the date of such meeting is
first made.  In no event shall the public announcement of an adjournment of an
annual meeting commence a new time period for the giving of a stockholder's
notice as described above.  Such stockholder's notice shall set forth (a) as to
each person whom the stockholder proposes to nominate for election or reelection
as a director all information relating to such person that is required to be
described in solicitations of
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proxies for election of directors, or is otherwise
required, in each case in accordance with Regulation 14A under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") (including such person's
written consent to being named in the proxy statement as a nominee and to
serving as a director if elected); (b) as to any business that the stockholder
proposes to bring before the meeting, a brief description of the business
desired to be brought before the meeting, the reasons for conducting such
business at the meeting and any material interest in such business of such
stockholder and the beneficial owner, if any, on whose behalf the proposal is
made; and (c) as to the stockholder giving the notice and the beneficial owner,
if any, on whose behalf the nomination or proposal is made (i) the name and
address of such stockholder, as they appear on the corporation's books, and of
such beneficial owner and (ii) the class and number of shares of the corporation
which are owned beneficially and of record by such stockholder and such
beneficial owner.

          Notwithstanding anything in the second sentence of the third paragraph
of this Section 2.1 to the contrary, in the event that the number of directors
to be elected to the Board of the corporation is increased and there is no
public announcement by the corporation naming all of the nominees for director
or specifying the size of the increased Board at least 70 days prior to the
first anniversary of the preceding year's annual meeting, a stockholder's notice
required by this By-Law shall also be considered timely, but only with respect
to nominees for any new positions created by such increase, if it shall be
delivered to the Secretary at the principal executive offices of the corporation
not later than the close of business on the 10th day following the day on which
such public announcement is first made by the corporation.

          Only such persons who are nominated in accordance with the procedures
set forth in these By-Laws (including without limitation this Section 2.1 and
Section 2.2) shall be eligible to serve as directors and only such business
shall be conducted at an annual meeting of stockholders as shall have been
brought before the meeting in accordance with the procedures set forth in this
By-Law.  The Chairman of the meeting shall have the power and duty to determine
whether a nomination or any business proposed to be brought before the meeting
was made in accordance with the procedures set forth in this By-Law and, if any
proposed nomination or business is not in compliance with this By-Law, to
declare that such defective proposal shall be disregarded.

          For purposes of this By-Law and Section 2.2 of these Bylaws, "public
announcement" shall mean disclosure in a press release reported by the Dow Jones
News Service, Associated Press or comparable national news service or in a
document publicly filed by the corporation with the Securities and Exchange
Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act.

          Notwithstanding the foregoing provisions of this By-Law and Section
2.2 of these Bylaws, a stockholder shall also comply with all applicable
requirements of the Exchange Act and the rules and regulations thereunder with
respect to the matters set forth in this By-Law or Section 2.2.  Nothing in this
By-Law shall be deemed to affect any rights of stockholders to request inclusion
of proposals in the corporation's proxy statement pursuant to Rule 14a-8 under
the Exchange Act.

          2.2  Special Meetings; Action by Written Consent of Shareholders.
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Subject to the rights of holders of any series of stock having a preference over
the common stock of the corporation as to dividends or upon liquidation
("Preferred Stock") with respect to such series of

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Preferred Stock, special meetings of stockholders for any purpose or purposes
may be held at any time only 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. 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 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.

          Only such business shall be conducted at a special meeting of
stockholders as shall have been brought before the meeting pursuant to the
corporation's notice of meeting.  Nominations of persons for election to the
Board may be made at a special meeting of stockholders at which directors are to
be elected pursuant to the corporation's notice of meeting (a) by or at the
direction of the Board or (b) provided that the board has determined that
directors shall be elected at such meeting, by any stockholder of the
corporation who is a stockholder of record at the time of giving of notice
provided for in this By-Law, who shall be entitled to vote at the meeting and
who complies with the notice procedures set forth in this By-Law.  In the event
the corporation calls a special meeting of stockholders for the purpose of
electing one or more directors to the Board, any such stockholder may nominate a
person or persons (as the case may be), for election to such position(s) as
specified in the corporation's notice of meeting, if the stockholder's notice
that would, if such meeting were an annual meeting, be required by the third
paragraph of section 2.1 hereof shall be delivered to the Secretary at the
principal offices of the corporation not earlier than the close of business on
the 90th day prior to such special meeting and not later than the close of
business on the later of the 60th day prior to such special meeting or the 10th
day following the day on which public announcement is first made of the date of
the special meeting and of the nominees proposed by the Board to be elected at
such meeting.  In no event shall the public announcement of an adjournment of a
special meeting commence a new time period for the giving of a stockholder's
notice as described above.

          The Chairman of the meeting shall have the power and duty to determine
whether a nomination or any business proposed to be brought before the meeting
was made or proposed, as the case may be, in accordance with the procedures set
forth in this By-Law and, if any proposed nomination or business is not in
compliance with this By-Law, to declare that such defective proposal or
nomination shall be disregarded.

          In the event of the delivery, in the manner provided by the first
paragraph of this Section 2.2 to the corporation of the requisite written
consent or consents to take corporate

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action and/or any related revocation or revocations, the corporation shall
engage nationally recognized independent inspectors of elections for the purpose
of promptly performing a ministerial review of the validity of the consents and
revocations. For the purpose of permitting the inspectors to perform such
review, no action by written consent without a meeting shall be effective until
such date as the independent inspectors certify to the corporation that the
consents delivered to the corporation in accordance with the first paragraph of
this Section 2.2 represent at least the minimum number of votes that would be
necessary to take the corporate action in accordance with the first paragraph of
this Section 2.2. Nothing contained in this paragraph shall in any way be
construed to suggest or imply that the Board or any other stockholder shall not
be entitled to contest the validity of any consent or revocation thereof,
whether before or after such certification by the independent inspectors, or to
take any other action (including, without limitation, the commencement,
prosecution or defense of any litigation with respect thereto, and the seeking
of injunctive relief in such litigation).

          Any previously scheduled special meeting of the stockholders may be
postponed, and (unless the Certificate of Incorporation otherwise provides) any
special meeting may be cancelled, by resolution of the Board upon public notice
given prior to the date previously scheduled for the meeting.

          2.3.  Place of Meeting.  All meetings shall be held at the principal
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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 corporation shall cause to be delivered
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to each stockholder entitled to notice of or to vote at an annual or special
meeting either personally or by mail, not less than 10 nor more than 60 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.  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.

          2.5.  Waiver of Notice.
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          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.
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          2.6.1.  Meetings.  For the purpose of determining stockholders
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entitled to notice of and to vote at any meeting of stockholders of any
adjournment thereof, the Board may fix a

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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 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
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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.
Any stockholder of record seeking to have the stockholders authorize or take
corporate action by written consent shall, by written notice to the Secretary,
request the Board to fix a record date.  The Board shall promptly, but in all
events within 10 days after the date on which such a request is received, adopt
a resolution fixing the record date.  If no record date has been fixed by the
Board within 10 days of the date on which such a request is received, 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
applicable law, 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 the 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
applicable law, 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
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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
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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

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be held. This list shall also be produced and kept at such meeting for
inspection by any stockholder who is present.

          2.8.  Quorum and Adjournment.  A majority of the outstanding shares of
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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.  The Chairman of the
meeting may adjourn the meeting from time to time, whether or not there is a
quorum.  No notice of the time and place of the adjourned meeting need by given,
except as required by law.  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
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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
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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.  Subject to the rights of holders of any
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series of Preferred Stock with respect to such series of Preferred Stock, 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
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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.

          2.13. Inspectors of Elections; Opening and Closing the Polls.  The
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Board by resolution shall appoint one or more inspectors, which inspector or
inspectors may include

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individuals who serve the corporation in other capacities, including, without
limitation, as officers, employees, agents or representatives, to act at the
meetings of stockholders and make a written report thereof. One or more persons
may be designated as alternate inspectors to replace any inspector who fails to
act. If no inspector or alternate has been appointed to act or is able to act at
a meeting of stockholders, the Chairman of the meeting shall appoint one or more
inspectors to act at the meeting. Each inspector, before discharging 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 have the duties prescribed by law.

          The Chairman of the meeting shall fix and announce at the meeting the
date and time of the opening and the closing of the polls for each matter upon
which the stockholders will vote at a meeting.

                                   Section 3

                              Board of Directors

          3.1.  General Powers.  The business and affairs of the corporation
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shall be managed by the Board.  In addition to the powers and authorities by
these By-Laws expressly conferred upon it, the Board 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 By-Laws required to
be exercised or done by the stockholders.

          3.2.  Number and Tenure.  The Board shall be composed of not less than
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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 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
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held without notice immediately after and at the same place as the annual
meeting of stockholders, or at such other time and place after the annual
meeting of stockholders and not later than the next business day after such
meeting as specified in a notice of such annual board meeting given by

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the Chairman of corporation to all nominees for director at least two days
before the meeting. 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.

          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.

          3.6.3.  Delivery by Facsimile.  If notice is delivered by facsimile,
                  ---------------------
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 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

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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.

          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.

          3.13.  Removal.  Subject to the rights of the holders of any series of
                 -------
Preferred Stock with respect to such series of Preferred Stock, any director or
the entire Board may be removed from office at any time, but only for cause.

          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.

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          3.15.    Committees.
                   ----------

          3.15.1.  Creation and Authority of Committees.  The Board may
                   ------------------------------------
designate one or more committees, each committee to consist of one or more
Directors.  The Board may also designate one or more Directors as alternate
members of any committee, who may replace any absent or disqualified member of
any meeting of the committee.  In the absence or disqualification of a member of
a committee, the member or members present at any meeting and not disqualified
from voting, whether or not such member or members constitute a quorum, may
unanimously appoint another Director to act at the meeting in the place of any
such absent or disqualified member.  Any such committee, to the extent provided
by resolution of the Board, shall have and may exercise all the powers and
authority of the Board 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 the following matters: (i) approving or adopting, or
recommending to the stockholders, any action or matter expressly required by the
General Corporation Law of Delaware to be submitted to stockholders for action
or (ii) adopting, amending or repealing any By-Laws of the corporation.  Each
committee which has been established by the Board pursuant to these By-Laws may
fix its own rules and procedures.

          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.

          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 or other compensation for attendance at each
Board or committee meeting, or a stated salary or other compensation 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.

                                       10
<PAGE>

                                   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 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.

          4.2.  Election and Term of Office.  The officers of the corporation
                ---------------------------
shall be elected annually by the Board at the annual Board meeting.  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 Board meeting 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.

          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 all meetings of the Board and all meetings
of 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 when such documents or instruments
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.

          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,

                                       11
<PAGE>

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.

          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 was designated by the Board as the
successor to the President, or if no Vice President is so designated, any
Executive Vice President in the order elected, or in the absence thereof any
Senior Vice President in the order elected, or in the absence thereof any other
Vice President in the order elected) 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.

          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) have authority to 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.

          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; have authority to 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.

          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.

                                       12
<PAGE>

                                   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.

          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.

          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.  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 canceled and no new
certificate shall be

                                       13
<PAGE>

issued until the former certificates for a like number of shares shall have been
surrendered and canceled.

          6.5.  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.

                                   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 or a
person of whom he or she is the legal representative 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,

                                       14
<PAGE>

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 30 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 20 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, including attorneys' fees.  The indemnitee 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 nor 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.
No repeal or modification of this By-Law shall in any way diminish or adversely
affect the rights of any Director, officer, employee or agent of the corporation
hereunder in respect of any occurrence or matter arising prior to any such
repeal or modification.

                                       15
<PAGE>

          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.

          10.7.  Procedures. To obtain indemnification under these By-Laws, a
                 ----------
claimant shall submit to the corporation a written request, including therein or
therewith such documentation and information as is reasonably available to the
claimant and is reasonably necessary to determine whether and to what extent the
claimant is entitled to indemnification.  Upon written request by a claimant for
indemnification pursuant to the first sentence of this Section 10.7, a
determination, if required by applicable law, with respect to the claimant's
entitlement thereto shall be made as follows: (1) if requested by the claimant,
by Independent Counsel (as hereinafter defined), or (2) if no request is made by
the claimant for a determination by Independent Counsel, (i) by the Board by a
majority vote of a quorum consisting of Disinterested Directors (as hereinafter
defined), or (ii) if a quorum of the Board consisting of Disinterested Directors
is not obtainable or, even if obtainable, such quorum of Disinterested Directors
so directs, by Independent Counsel in a written opinion to the Board, a copy of
which shall be delivered to the claimant, or (iii) if a quorum of Disinterested
Directors so directs, by the stockholders of the corporation.  In the event the
determination of entitlement to indemnification is to be made by Independent
Counsel at the request of the claimant, the Independent Counsel shall be
selected by the Board unless there shall have occurred within two years prior to
the date of the commencement of the action, suit or proceeding for which
indemnification is claimed a "Change in Control" (as defined below), in which
case the Independent Counsel shall be selected by the claimant unless the
claimant shall request that such selection be made by the Board.  If it is so
determined that the claimant is entitled to indemnification, payment to the
claimant shall be made within 10 days after such determination.

          10.8.  Binding Effect of Determination.  If a determination shall have
                 -------------------------------
been made pursuant to Section 10.7 of these By-Laws that the claimant is
entitled to indemnification, the

                                       16
<PAGE>

corporation shall be bound by such determination in any judicial proceeding
commenced pursuant to Section 10.2 of these By-Laws.

          10.9.   Preclusion of Invalidity Defense.  The corporation shall be
                  --------------------------------
precluded from asserting in any judicial proceeding commenced pursuant to
Section 10.2 of these By-Laws that the procedures and presumptions of this
Section 10 are not valid, binding and enforceable and shall stipulate in such
proceeding that the corporation is bound by all the provisions of this Section
10.

          10.10.  Severability.  If any provision or provisions of this Section
                  ------------
10 shall be held to be invalid, illegal or unenforceable for any reason
whatsoever: (1) the validity, legality and enforceability of the remaining
provisions of this Section 10 (including, without limitation, each portion of
any paragraph of this Section 10 containing any such provision held to be
invalid, illegal or unenforceable, that is not itself held to be invalid,
illegal or unenforceable) shall not in any way be affected or impaired thereby;
and (2) to the fullest extent possible, the provisions of this Section 10
(including, without limitation, each such portion of any paragraph of this
Section 10 containing any such provision held to be invalid, illegal or
unenforceable) shall be construed so as to give effect to the intent manifested
by the provision held invalid, illegal or unenforceable.

          10.11.  Definitions.  For purposes of this Section 10:
                  -----------

          "Disinterested Director" means a director of the corporation who is
not and was not a party to the matter in respect of which indemnification is
sought by the claimant.

          "Independent Counsel" means a law firm, a member of a law firm, or an
independent practitioner, that is experienced in matters of corporation law and
shall include any person who, under the applicable standards of professional
conduct then prevailing, would not have a conflict of interest in representing
either the corporation or the claimant in an action to determine the claimant's
rights under these By-Laws.

          "Change in Control" means the first to occur of any of the following
events:

          (i)  An acquisition by any individual, entity or group (within the
               meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a
               "Person") of beneficial ownership (within the meaning of Rule
               13d-3 promulgated under the Exchange Act) of 20% or more of
               either (1) the then outstanding shares of common stock of the
               corporation (the "Outstanding Common Stock") or (2) the combined
               voting power of the then outstanding voting securities of the
               corporation entitled to vote generally in the election of
               directors (the "Outstanding Voting Securities"); excluding,
               however, the following: (1) Any acquisition directly from the
               corporation, other than an acquisition by virtue of the exercise
               of a conversion privilege unless the security being so converted
               was itself acquired directly from the corporation, (2) Any
               acquisition by the corporation, (3) Any acquisition by any
               employee benefit plan (or related trust) sponsored or maintained
               by the corporation or any entity controlled by the corporation,
               or (4) Any acquisition pursuant to a transaction which

                                       17
<PAGE>

                 complies with clauses (1), (2) and (3) of subsection (iii) of
                 this definition; or

          (ii)   A change in the composition of the Board such that the
                 individuals who, as of the effective date of these amended By-
                 Laws, constitute the Board (such Board shall be hereinafter
                 referred to as the "Incumbent Board") cease for any reason to
                 constitute at least a majority of the Board; provided, however,
                 for purposes of this definition any individual who becomes a
                 member of the Board subsequent to the effective date of these
                 amended By-Laws, whose election, or nomination for election by
                 the corporation's stockholders, was approved by a vote of at
                 least a majority of those individuals who are members of the
                 Board and who were also members of the Incumbent Board (or
                 deemed to be such pursuant to this proviso) shall be considered
                 as though such individual were a member of the Incumbent Board;
                 but, provided further, that any such individual whose initial
                 assumption of office occurs as a result of either an actual or
                 threatened election contest (as such terms are used in Rule
                 14a-11 of Regulation 14A promulgated under the Exchange Act) or
                 other actual or threatened solicitation of proxies or consents
                 by or on behalf of a Person other than the Board shall not be
                 so considered as a member of the Incumbent Board; or

          (iii)  Consummation of a reorganization, merger or consolidation or
                 sale or other disposition of all or substantially all of the
                 assets of the corporation ("Corporate Transaction"); excluding,
                 however, such a Corporate Transaction following which (1) all
                 or substantially all of the individuals and entities who are
                 the beneficial owners, respectively, of the Outstanding Common
                 Stock and Outstanding Voting Securities immediately prior to
                 such Corporate Transaction beneficially own, directly or
                 indirectly, more than 50% of, respectively, the outstanding
                 shares of common stock, and the combined voting power of the
                 then outstanding voting securities entitled to vote generally
                 in the election of directors, as the case may be, of the
                 corporation resulting from such Corporate Transaction
                 (including, without limitation, a corporation which as a result
                 of such transaction owns the corporation or all or
                 substantially all of the corporation's assets either directly
                 or through one or more subsidiaries) in substantially the same
                 proportions, as their ownership immediately prior to such
                 Corporate Transaction, of the Outstanding Common Stock and
                 Outstanding Company Securities, as the case may be, (2) no
                 Person (other than the corporation, or any employee benefit
                 plan (or related trust) of the corporation or such corporation
                 resulting from such Corporate Transaction) beneficially owns,
                 directly or indirectly, 20% or more of, respectively, the
                 outstanding shares of common stock of the corporation resulting
                 from such Corporate Transaction or the combined voting power of
                 the outstanding voting securities of such corporation entitled
                 to vote generally in the election of directors except to the
                 extent that such ownership existed prior to the Corporate
                 Transaction, and (3) individuals who were members of the
                 Incumbent Board at the time of the execution of the initial
                 agreement or of the action providing for such Corporate

                                       18
<PAGE>

                 Transaction constitute at least a majority of the members of
                 the board of directors of the corporation resulting from such
                 Corporate Transaction; or

          (iv)   The approval by the stockholders of the corporation of a
                 complete liquidation or dissolution of the corporation.

          10.12  Notices.  Any notice, request or other communication required
                 -------
or permitted to be given to the corporation under these By-Laws shall be in
writing and either delivered in person or sent by telecopy, telex, telegram,
overnight mail or courier service, or certified or registered mail, postage
prepaid, return receipt requested, to the Secretary of the corporation and shall
be effective only upon receipt by the Secretary.

                                  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.  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.

                                       19