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                                                                    EXHIBIT 3.2

                          AMENDMENTS TO THE BYLAWS OF
                              MARKET CENTRAL, INC.

                         ADOPTED AS OF FEBRUARY 6, 2003

Section 1.1 of the By-Laws of the Corporation is hereby amended by deleting
Section 1.1 in its entirety and substituting in lieu thereof the following new
Section 1.1:

                SECTION 1.1 ANNUAL MEETING. The regular annual
            meeting of the stockholders for the election of directors
            and the transaction of whatever other business may
            properly come before the meeting shall be held at the
            principal office of the Corporation, at 10 o'clock, a.m.,
            on the first Wednesday of February of each year, or at
            such other date, time and place as the Board of Directors
            may designate.

The last sentence of Section 1.7 of the By-Laws of the Corporation is hereby
amended to read as follows:

            At all meetings of stockholders, all questions shall,
            unless otherwise provided by law or by the Certificate of
            Incorporation or these By-Laws, be decided by the vote of
            the holders of a majority of the outstanding shares of
            all classes of stock entitled to vote thereon present in
            person or by proxy at the meeting, voting as a single
            class.

Section 2.2 of the By-Laws of the Corporation is hereby amended by insertion of
the following as the second sentence of such Section:

            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.

Article IV of the By-Laws of the Corporation is hereby amended by deleting
Article IV in its entirety and substituting in lieu thereof the following new
Article IV:

                              ARTICLE IV

                               OFFICERS

                SECTION 4.1 CHAIRMAN OF THE BOARD. The Board of
            Directors may appoint one of its members to be Chairman
            of the Board to serve at the pleasure of the Board. The
            duties of the Chairman shall be to preside at all
            meetings of the Board of Directors or the stockholders
            and to provide a proposed agenda for all such meetings.
            The Chairman shall also have and may exercise such
            further


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            powers and duties as from time to time may be determined
            by the Board of Directors.

                SECTION 4.2 PRESIDENT. The Board of Directors shall
            appoint one of its members to be President of the
            Corporation. In the absence of the Chairman, the
            President shall preside at all meetings of the Board or
            the stockholders. The President shall also have and may
            exercise such further powers and duties as from time to
            time may be determined by the Board of Directors.

                SECTION 4.3 CHIEF EXECUTIVE OFFICER. The Board of
            Directors shall appoint a Chief Executive Officer. The
            Chief Executive Officer shall have and may exercise all
            the powers and duties pertaining, by law, regulation or
            practice, to the position of Chief Executive Officer and
            shall have and may exercise such further powers and
            duties as from time to time may be determined by the
            Board of Directors. Unless the Chairman or another
            executive officer or group shall have been so designated
            and empowered by the Board of Directors, the President
            shall be the Chief Executive Officer of the Corporation.

                SECTION 4.4 VICE PRESIDENTS. The Board of Directors
            may appoint one or more Vice Presidents, with or without
            designation as Executive Vice President, Senior Vice
            President or other title differentiation as it deems
            appropriate. Each Vice President shall have and may
            exercise any and all powers and duties which may be
            determined by the Board of Directors or the Chief
            Executive Officer. One Vice President may be designated
            by the Board of Directors, in the absence of the
            President, to perform all the duties of the President.

                SECTION 4.5 SECRETARY. The Board of Directors shall
            appoint a Secretary, who shall be Secretary of the Board
            and of the Corporation, and shall keep accurate records
            of all proceedings of the Board and of the stockholders.
            The Secretary shall attend to the giving of all notices
            required by these By-laws to be given, shall be custodian
            of the corporate seal, and shall have and may exercise
            any and all other powers and duties pertaining, by law,
            regulation or practice, to the office of Secretary. The
            Secretary shall also have and may exercise such other
            powers and duties as may be determined by the Board of
            Directors, the Chairman of the Board or the Chief
            Executive Officer.

                SECTION 4.6 CHIEF FINANCIAL OFFICER. The Board of
            Directors shall appoint a Chief Financial Officer who
            shall have charge of all funds and securities of the
            Corporation. The Chief Financial Officer shall have and
            may exercise any and all other powers and duties
            pertaining, by law, regulation or practice, to the office
            of Chief Financial Officer or Treasurer. The Chief
            Financial Officer shall also have and may exercise such
            other powers and duties as may be determined by the Board
            of Directors or the Chief Executive Officer.

                SECTION 4.7 TERM OF OFFICE; RESIGNATION; REMOVAL;
            VACANCIES. Except as otherwise provided in the resolution
            of the Board of Directors electing any


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            officer, each officer shall hold office until a successor
            shall have been duly elected and shall have qualified, or
            until the expiration of such officer's term in office if
            elected or appointed for a specified period of time, or
            until his or her earlier death, retirement, termination,
            resignation or removal. Any officer may resign at any
            time upon written notice to the Board or to the Chief
            Executive Officer of the Corporation. Such resignation
            shall take effect at the time specified therein, and
            unless otherwise specified therein no acceptance of such
            resignation shall be necessary to make it effective. The
            Board may remove any officer with or without cause at any
            time, provided that such action by the Board shall
            require the vote of a majority of the whole Board. Any
            such removal shall be without prejudice to the
            contractual rights of such officer, if any, with the
            Corporation, but the election of an officer shall not of
            itself create contractual rights. Any vacancy occurring
            in any office of the Corporation by death, resignation,
            removal or otherwise shall or may be filled for the
            unexpired portion of the term by the Board at any regular
            or special meeting.