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                                                                   EXHIBIT 3.2

                      THIRD AMENDED AND RESTATED BYLAWS
                                      OF
                              MEDPARTNERS, INC.



                                   ARTICLE I
                                    OFFICES

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

      Section 1. Stockholder Meetings. All meetings of the stockholders for the
election of Directors shall be held in the City of Birmingham, State of Alabama,
at such place as may be fixed from time to time by the Board of Directors, or at
such other 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.

      Section 2. Annual Meetings. Annual meetings of the stockholders shall be
held during the month in which the Corporation's fiscal year ends or at such
time designated by the stockholders, if not a legal holiday, and if a legal
holiday, then on the next secular day following, or at such other date 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.

      Section 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
fifty days before the date of the meeting.

      Section 4. Voting 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 stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.

      Section 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



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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.

      Section 6. Notice of Special Meeting. 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
fifty days before the date of the meeting, to each stockholder entitled to vote
at such meeting.

      Section 7. Transaction of Business. Business transacted at any special
meeting of stockholders shall be limited to the purposes stated in the notice.

      Section 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, then the presiding officer of
said meeting or the stockholders entitled to vote thereat, present in person or
represented by proxy, shall have power to adjourn the meeting from time to time,
until a quorum shall be present or represented, and the Corporation may transact
at any adjourned meeting any business which might have been transacted at the
original meeting. Notice need not be given of the adjourned meeting if the time
and place thereof are announced at the meeting at which the adjournment is
taken, unless (a) any adjournment or series of adjournments caused the original
meeting to be adjourned for more than thirty days after the date originally
fixed therefor, or (b) a new record date is fixed for the adjourned meeting. If
notice of an adjourned meeting is given, such notice shall be given to each
stockholder of record entitled to vote at the adjourned meeting in the manner
prescribed in Section 3 or Section 6 of this Article II, as the case may be, for
the giving of notice of annual meetings and special meetings, respectively, of
stockholders.

      Section 9. Voting of Shares. 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.

      Section 10. Written Consent. 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 there is a consent in
writing, setting forth the action so taken, bearing the signature and date of
signature of 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.

      Section 11. Proposals at Annual Meetings. At an annual meeting of the
stockholders, only such business shall be conducted as shall have been properly
brought before the meeting. To be properly brought before an annual meeting,
business must be specified in the notice of meeting (or any supplement thereto)
given by or at the direction of the Board of Directors, otherwise properly
brought before the meeting by or at the direction of the Board of Directors or
otherwise properly brought before the meeting by a stockholder. In addition to
any other applicable requirements, for business to be properly brought before an
annual meeting by a stockholder, the stockholder must have given timely notice
thereof in writing to the Secretary of the Corporation. To be timely, a
stockholder's notice must be delivered to or mailed and received at the

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principal executive offices of the Corporation, not less than sixty days nor
more than ninety days prior to the meeting; provided, however, that in the event
that less than seventy days' notice or prior public disclosure of the date of
the meeting is given or made to stockholders, notice by the stockholder to be
timely must be so received not later than the close of business on the tenth day
following the day on which such notice of the date of the annual meeting was
mailed or such public disclosure was made. A stockholder's notice to the
Secretary shall set forth as to each matter the stockholder proposes to bring
before the annual meeting, (i) a brief description of the business desired to be
brought before the annual meeting and the reasons for conducting such business
at the annual meeting, (ii) the name and record address of the stockholder
proposing such business, (iii) the class or series and number of shares of
capital stock of the Corporation which are owned beneficially or of record by
the stockholder, (iv) a description of all arrangements or understandings
between the stockholder and any other person or persons (including their names)
in connection with the proposal of such business by the stockholder and any
material interest of the stockholder in such business, and (v) a representation
that the stockholder intends to appear in person or by proxy at the annual
meeting to bring such business before the meeting.

      Notwithstanding anything in the Bylaws to the contrary, no business shall
be conducted at the annual meeting except in accordance with the procedures set
forth in this Article II, Section 11, provided, however, that nothing in this
Article II, Section 11 shall be deemed to preclude discussion by any stockholder
of any business properly brought before the annual meeting in accordance with
said procedure.

      The Chairman of an annual meeting shall, if the facts warrant, determine
and declare to the meeting that business was not properly brought before the
meeting in accordance with the provisions of this Article II, Section 11, and if
he should so determine, he shall so declare to the meeting and any such business
not properly brought before the meeting shall not be transacted.

      Section 12. Nominations of Persons for Election to the Board of Directors.
In addition to any other applicable requirements, only persons who are nominated
in accordance with the following procedures shall be eligible for election as
Directors. Nominations of persons for election to the Board of Directors of the
Corporation may be made at a meeting of stockholders by or at the direction of
the Board of Directors, by any nominating committee or person appointed by the
Board of Directors or by any stockholder of the Corporation entitled to vote for
the election of Directors at the meeting who complies with the notice procedures
set forth in this Article II, Section 12. Such nominations, other than those
made by or at the direction of the Board of Directors, shall be made pursuant to
timely notice in writing to the Secretary of the Corporation. To be timely, a
stockholder's notice shall be delivered to or mailed and received at the
principal executive offices of the Corporation not less than sixty days nor more
than ninety days prior to the meeting; provided, however, that in the event that
less than seventy days' notice or prior public disclosure of the date of the
meeting is given or made to stockholders, notice by the stockholders to be
timely must be so received not later than the close of business on the tenth day
following the day on which such notice of the date of the meeting was mailed or
such public disclosure was made. Such stockholder's notice shall set forth (a)
as to each person whom the stockholder proposes to nominate for election or
re-election as a Director, (i) the name, age, business address and residence
address of the person, (ii) the principal occupation or employment of the
person, (iii) the class and number of shares of the Corporation which are
beneficially owned by the person and (iv) any other information relating to the
person that is required to be disclosed in solicitations for proxies for
election of Directors pursuant to Section 14 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and the rules and regulations promulgated
thereunder; and (b) as to the stockholder giving the notice, (i) the name and
record address of the stockholder, (ii) the class or series and number of shares
of capital stock of the Corporation which are owned beneficially or of record by
the stockholder, (iii) a description of all arrangements or understandings
between the stockholder and each proposed nominee and any other person or
persons (including their names) pursuant to which the nominations(s) are to be
made by the stockholder, (iv) a representation that such stockholder intends to

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appear in person or by proxy at the meeting to nominate the persons named in
such notice and (v) any other information relating to the stockholder that would
be required to be disclosed in a proxy statement or other filings required to be
made in connection with solicitations of proxies for the election of Directors
pursuant to Section 14 of the Exchange Act and the rules and regulations
promulgated thereunder. Such notice must be accompanied by a written consent of
each proposed nominee being named as a nominee and to serve as a Director if
elected. The Corporation may require any proposed nominee to furnish such other
information as may reasonably be required by the Corporation to determine the
eligibility of such proposed nominee to serve as a Director of the Corporation.
No person shall be eligible for election as a Director of the Corporation unless
nominated in accordance with the procedures set forth herein. The provisions of
this Article II, Section 12 shall not apply to Directors governed by Section 14
of Article III.

      The Chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that a nomination was not made in accordance with the
foregoing procedure, and if he should so determine, he shall so declare to the
meeting and the defective nomination shall be disregarded.


                                  ARTICLE III
                                   DIRECTORS

      Section 1. General Powers. 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 law or by the Certificate of Incorporation or by these Bylaws directed or
required to be exercised or done by the stockholders.

      Section 2. Number and Term of Office; Removal. The number of Directors of
the Corporation shall be fixed from time to time by these Bylaws but in no event
shall be less than three. Until these Bylaws are further amended, the number of
Directors shall be thirteen. The Directors shall be divided into three classes.
Each such class shall consist, as nearly as may be possible, of one-third of the
total number of Directors, and any remaining Directors shall be included within
such group or groups as the Board of Directors shall designate. The first class
will be elected for a term which expires in 1996. The second class will be
elected for a term which expires in 1997. The third class will be elected for a
term which expires in 1998. At each annual meeting of stockholders, successors
to the class of Directors whose term expires at that annual meeting shall be
elected for a three-year term. If the number of Directors is changed, any
increase or decrease shall be apportioned among the classes so as to maintain
the number of Directors in each class as nearly equal as possible, but in no
case shall a decrease in the number of Directors shorten the term of any
incumbent Director. A Director may be removed from office for cause only and,
subject to such removal, death, resignation, retirement or disqualification,
shall hold office until the annual meeting of stockholders for the year in which
his term expires and until his successor shall be elected and qualify. No
alteration, amendment or repeal of these Bylaws shall be effective to shorten
the term of any Director holding office at the time of such alteration,
amendment or repeal, to permit any such Director to be removed without cause, or
to increase the number of Directors in any class or in the aggregate from that
existing at the time of such alteration, amendment or repeal until the
expiration of the terms of office of all Directors then holding office, unless
such alteration, amendment or repeal has been approved by either the holders of
all shares of stock entitled to vote thereon or by a vote of a majority of the
entire Board of Directors. The provisions of this Section 2 shall not apply to
Directors governed by Section 14 of this Article III.

      Section 3. 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, in accordance with the provisions of the Certificate of
Incorporation, and the Directors so chosen shall hold office until the next
annual election and until their

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successors are duty 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 law. 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 of the State of Delaware 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.

      Section 4. Meetings. The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or without the State of
Delaware.

      Section 5. Initial 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 of stockholders 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.

      Section 6. Regular Meetings. Regular meetings of the Board of Directors
may be held without notice at such time and at such place as shall from time to
time be determined by the Board of Directors.

      Section 7. Special Meetings. Special meetings of the Board of Directors
may be called by the President on two days' notice to each Director, either
personally or by mail telegram or facsimile transmission; 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 of Directors 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.

      Section 8. Quorum and Meetings. At all meetings of the Board of Directors,
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. The Chairman of the Board, or his designee, shall preside at all
meetings of the Board of Directors and, whether or not a quorum is present, may
adjourn the meeting from time to time without notice other than by announcement
at the meeting.

      Section 9. Unanimous Consent. 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 be taken without a meeting, if all members of the Board of Directors 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 of Directors or
committee.

      Section 10. Telephonic Meetings. 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.

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      Section 11. Committees. The Board of Directors may, by resolution passed
by a majority of the whole Board of Directors, designate one or more committees,
each committee to consist of one or more of the Directors of the Corporation.
The Board of Directors 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. 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
(except that a committee may, to the extent authorized in the resolution or
resolutions providing for the issuance of shares of stock adopted by the Board
of Directors as provided in Section 151(a) of the General Corporation Law of the
State of Delaware, fix any of the preferences or rights of such shares relating
to dividends, redemption, dissolution, any distribution of assets of the
Corporation or the conversion into, or the exchange of such shares for, shares
of any other class or classes or any other series of the same or any other class
or classes of stock of the Corporation), adopting an agreement of merger or
consolidation, 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; and, unless the resolution or the
Certificate of Incorporation expressly so provides, no such committee shall have
the power or authority to declare a dividend or to authorize the issuance of
stock or to adopt a certificate of ownership and merger. 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.

      Section 12. Minutes. Each committee shall keep regular minutes of its
meetings and report the same to the Board of Directors when required.

      Section 13. Compensation. 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.

      Section 14. Directors Elected by Special Class or Series. To the extent
that any holders of any class or series of stock other than the Common Stock
issued by the Corporation shall have the separate right, voting as a class or
series, to elect Directors, the Directors elected by such class or series shall
be deemed to constitute an additional class of Directors and shall have a term
of office for one year or such other period as may be designated by the
provisions of such class or series providing such separate voting right to the
holders of such class or series of stock, and any such class of Directors shall
be in addition to the classes referred to in Section 2 of this Article III. Any
Directors so elected shall be subject to removal in such manner as may be
provided by law or by the Certificate of Incorporation. The provisions of
Section 12 of Article II and Sections 2 and 3 of this Article III do not apply
to Directors governed by this Article III, Section 14.


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                                  ARTICLE IV
                                    NOTICES

      Section 1. Giving Notice. 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 or by facsimile transmission.

      Section 2. Waiver of Notice. Whenever any notice is required to be given
by law 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
                                   OFFICERS

      Section 1. Principal Officers. The principal officers of the Corporation
shall be elected by the Board of Directors and shall include a Chairman of the
Board, a President, a Secretary and a Treasurer, and may, at the discretion of
the Board of Directors, also include one or more Vice Presidents and a
Controller (as well as a Vice Chairman who shall, however, not be a formal
officer of the Corporation). Except as otherwise provided in the Certificate of
Incorporation or these Bylaws, one person may hold the offices and perform the
duties of any two or more principal offices except the offices and duties of
President and Vice President or of Chairman of the Board or President and
Secretary. None of the principal officers need be Directors of the Corporation.

      Section 2. Election and Term of Office. The officers of the Corporation
shall be elected annually by the Board of Directors at its first meeting after
each annual meeting of stockholders. Such officers shall hold office at the
pleasure of the Board of Directors and until their successors are elected and
qualified. In its discretion, the Board of Directors by a vote of a majority
thereof may leave unfilled for such period as it may fix by resolution any
offices except those of President and Secretary.

      Section 3. Vacancies and Removal. Vacancies in any office arising from any
cause may be filled by the Board of Directors at any regular or special meeting.
The Board of Directors may remove any officer, with or without cause, at any
time by an affirmative vote of a majority of the Board of Directors.

      Section 4. President. The President shall be the principal executive
officer of the Corporation and shall have in his charge the general direction
and promotion of the Corporation's affairs with authority to do such acts and to
make such contracts as are necessary or proper to carry on the business of the
Corporation. He shall preside over all official meetings of the Corporation,
provided no one has been specifically elected to the office of Chairman of the
Board, and shall also perform those duties which usually devolve upon a
president of a Corporation under the laws of the State of Delaware. The
President may, during the absence of any officer, delegate said officer's duties
to any other officer or Director.

      Section 5. Vice-President. The Vice-President, in the absence or
disability of the President, shall perform the duties of the President and shall
perform such other duties as may be delegated to him from time to time by the
Board of Directors or by the President.


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      Section 6. Secretary. The Secretary shall issue notices of all meetings of
stockholders and all meetings of the Board of Directors, shall keep the minutes
of all such meetings, shall have charge of the seal of the Corporation, shall
serve as custodian for all corporate records, and shall make such reports and
perform such duties as are incident to his office or which may be delegated to
him by the President or Board of Directors.

      Section 7. Treasurer. The Treasurer shall render to the President and the
Board of Directors at such times as may be requested an account of all his
transactions as Treasurer and of the financial condition of the Corporation. The
Treasurer shall perform such other duties as are incident to the office or as
may be delegated to that office by the President or by the Board

      Section 8. Salaries. The salaries of the officers may be fixed from time
to time by the Board of Directors, and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a Director or
stockholder of the Corporation.

                                  ARTICLE VI
                     CONTRACTS, LOANS, CHECKS AND DEPOSITS

      Section 1. Contracts. The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation, and such authority
may be general or confined to specific instances.

      Section 2. Loans. 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 of Directors. Such authority may be
general or confined to specific instances.

      Section 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, agent or agents of
the Corporation and in such manner as shall from time to time be determined by
resolution of the Board of Directors.

      Section 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 of Directors may
select.


                                  ARTICLE VII
                  CERTIFICATES FOR SHARES AND THEIR TRANSFER

      Section 1. Certificates. Ownership of the capital shares of the
Corporation shall be represented by certificates, in such form as shall be
determined by the Board of Directors. Each certificate shall be signed by two of
the officers of the Corporation and may be sealed with the seal of the
Corporation or a facsimile thereof. A record of such certificates shall be kept.

      Section 2. Cancellation. All certificates transferred on the books of the
Corporation shall be surrendered and cancelled. No new certificates shall be
issued until the former certificate, or certificates, for the same number of
shares have been surrendered and cancelled, except in case of lost or destroyed
certificates, when new certificates therefor may be issued under such conditions
as the Board of Directors may prescribe.


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      Section 3. Transfer of Shares. Transfer of shares of the Corporation shall
be made only on the stock transfer books of the Corporation by the holder of
record thereof or by his legal representatives, who shall furnish proper
evidence of their authority in writing, upon the surrender for cancellation of
the certificate for such shares.

      Section 4. 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.

      Section 5. 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 VIII
                                   DIVIDENDS

      Section 1. Paying Dividends. The Board of Directors may from time to time
declare, and the Corporation may pay, dividends on the outstanding shares of the
Corporation in the manner and upon the terms and conditions provided by law and
by the Certificate of Incorporation of the Corporation or any amendments
thereto. Dividends may be paid in cash, in property, or in shares of the capital
stock, subject to the provisions of the Certificate of Incorporation.

      Section 2. Setting Aside Funds. 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.


                                  ARTICLE IX
                                INDEMNIFICATION

      Section 1.  Mandatory Indemnification of Directors and Officers.

            (a) The Corporation shall indemnify, and shall pay in advance the
expenses of, each Director and officer of the Corporation and each person who is
serving at the request of the Corporation as a director or officer of another
corporation, partnership, joint venture, trust or other enterprise to the
fullest extent permissible under Delaware law, as the same exists or may
hereafter exist in the future (but, in the case of any future change, only to
the extent that such change permits the Corporation to provide broader

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indemnification rights than the law permitted prior to such change) and such
obligation to indemnify and to advance expenses shall continue as to a person
who has ceased to be a Director or officer of the Corporation or a director or
officer of any other such corporation, partnership, joint venture, trust or
other enterprise and shall inure to the benefit of his or her heirs, executors
and administrators.

            (b) If a claim under Section 1(a) of this Article IX is not paid in
full by the Corporation within thirty (30) days after a written claim has been
received by the Corporation, the claimant may at any time thereafter bring suit
against the Corporation to recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant shall be entitled to be paid also
the expense of prosecuting such claim. Neither the failure of the Corporation
(including its Board of Directors, independent legal counsel or its
stockholders) to have made a determination that indemnification of the claimant
is permissible in the circumstances because the claimant has met the applicable
standard of conduct, if any, nor an actual determination by the Corporation
(including its Board of Directors, independent legal counsel or its
stockholders) that the claimant has not met the standard of conduct, shall be a
defense to the action or create a presumption that the claimant has not met the
standard of conduct.

      Section 2. Discretionary Indemnification of Employees and Agents. The
Corporation may, but shall have no obligation to, indemnify and may pay in
advance the expenses of employees and agents of the Corporation and persons who
are serving at the request of the Corporation as an employee or agent of another
corporation, partnership, joint venture, trust or other enterprise to the
fullest extent permissible under Delaware law and to the extent approved by the
Board of Directors from time to time.

      Section 3. Expenses as a Witness. To the extent that any Director,
officer, employee or agent of the Corporation, or any person who is serving at
the request of the Corporation as an officer, director, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise is,
by reason of such position or position with such other entity, a witness in any
action, suit or proceeding, he or she shall be indemnified against all costs and
expenses actually and reasonably incurred by him or her or on his or her behalf
in connection therewith.

      Section 4. Insurance. 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 such expenses, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under Delaware law.

      Section 5. Indemnity Agreements. The Corporation may enter into agreements
with any Director, officer, employee or agent of the Corporation and with any
person who is or was serving at the request of the Corporation as an officer,
director, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, providing for indemnification to the fullest extent
permissible under Delaware law.

      Section 6. Separability. Each and every paragraph, sentence, term and
provision of this Article IX is separate and distinct, so that if any paragraph,
sentence, term or provision hereof shall be held to be invalid or unenforceable
for any reason, such invalidity or unenforceability shall not affect the
validity or unenforceability of any other paragraph, sentence, term or provision
hereof. To the extent required, any paragraph, sentence, term or provision of
this Article IX may be modified by a court of competent jurisdiction to preserve
its validity and to provide the claimant with, subject to the limitations set
forth in this Article IX and any agreement between the Corporation and claimant,
the broadest possible indemnification permitted under applicable law.


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      Section 7. Contract Right. Each of the rights conferred by Sections 1 and
3 of this Article IX shall be a contract right, and any repeal or amendment of
the provisions of this Article shall not adversely affect any right hereunder of
any person existing at the time of such repeal or amendment with respect to any
act or omission occurring prior to the time of such repeal or amendment, and,
further, shall not apply to any proceeding, irrespective of when the proceeding
is initiated, arising from the service of such person prior to such repeal or
amendment. Further, the mandatory indemnification and expense advancement for
officers of the Corporation and such other persons who serve at the request of
the Corporation as a director or officer of another corporation, partnership,
joint venture, trust or other enterprise set forth in Section 1 of this Article
IX shall apply solely with respect to acts or omissions of such officers and
directors occurring on or after August 6, 1998.

      Section 8. Nonexclusivity. The rights conferred in this Article shall not
be exclusive of any other rights that any person may have or hereafter acquire
under any statute, bylaw, agreement, vote of stockholders or disinterested
directors or otherwise.


                                   ARTICLE X
                                  AMENDMENTS

      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 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 these Bylaws.


                                  ARTICLE XI
                                 MISCELLANEOUS

      Section 1. Fiscal Year. The initial taxable year of the Corporation shall
commence on the date the Certificate of Incorporation is filed, and end on such
date as the Board of Directors may determine, in accordance with all applicable
provisions of the Internal Revenue Code of 1986, as amended.

      Section 2. 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.



            The above Third Amended and Restated Bylaws were approved by
            resolution of the Board of Directors of the Corporation on the 6th
            day of August, 1998.


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