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                                                                     EXHIBIT 3.2

















                                     BYLAWS

                                       OF

                              IMCO RECYCLING INC.

                            (a Delaware Corporation)

                          As Amended February 25, 1997










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                               TABLE OF CONTENTS

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                                    ARTICLE I
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OFFICES

Section 1.    Registered Office....................................................       1
Section 2.    Other Offices........................................................       1

                                   ARTICLE II

MEETING OF STOCKHOLDERS

Section 1.    Place of Meetings....................................................       1
Section 2.    Annual Meetings......................................................       1
Section 3.    Notice of Annual Meetings............................................       1
Section 4.    Special Meetings.....................................................       1
Section 5.    Notice of Special Meetings...........................................       2
Section 6.    Quorum...............................................................       2
Section 7.    Organization.........................................................       2
Section 8.    Order of Business....................................................       2
Section 9.    Voting...............................................................       3
Section 10.   List of Stockholders.................................................       4
Section 11.   Inspectors of Votes..................................................       4
Section 12.   Actions Without a Meeting............................................       4

                                   ARTICLE III

BOARD OF DIRECTORS

Section 1.    Powers...............................................................       5
Section 2.    Number, Qualification and Term of Office.............................       5
Section 3.    Resignations.........................................................       5
Section 4.    Removal of Directors.................................................       6
Section 5.    Vacancies............................................................       6

MEETINGS OF THE BOARD OF DIRECTORS

Section 6.    Place of Meetings....................................................       7
Section 7.    Annual Meetings......................................................       7
Section 8.    Regular Meetings.....................................................       7
Section 9.    Special Meetings; Notice.............................................       7
Section 10.   Quorum and Manner of Acting..........................................       7
Section 11.   Remuneration.........................................................       7
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COMMITTEES OF DIRECTORS

Section 12.   Executive Committee:  How Constituted and Powers.....................       8
Section 13.   Organization.........................................................       8
Section 14.   Meetings.............................................................       8
Section 15.   Quorum and Manner of Acting..........................................       9
Section 16.   Other Committees.....................................................       9
Section 17.   Alternate Members of Committees......................................       9
Section 18.   Minutes of Committees................................................       10


GENERAL

Section 19.   Actions Without a Meeting............................................       10
Section 20.   Presence at Meeting by Means of Communication Equipment..............       10


NOTICES

Section 1.    Type of Notice  .....................................................       10
Section 2.    Waiver of Notice.....................................................       10


OFFICERS

Section 1.    Elected and Appointed Officers.......................................       11
Section 2.    Time of Election or Appointment......................................       11
Section 3.    Salaries of Elected Officers.........................................       11
Section 4.    Term.................................................................       11
Section 5.    Duties of the Chairman of the Board..................................       11
Section 6.    Duties of the President..............................................       11
Section 7.    Duties of Vice President.............................................       12
Section 8.    Duties of Assistant Vice Presidents..................................       12
Section 9.    Duties of the Secretary..............................................       12
Section 10.   Duties of Assistant Secretaries......................................       13
Section 11.   Duties of the Controller.............................................       13
Section 12.   Duties of Assistant Controllers......................................       13
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INDEMNIFICATION

Section 1.    Actions Other Than by or in the Right of the Corporation.............       14
Section 2.    Actions by or in the Right of the Corporation  ......................       14
Section 3.    Determination of Right to Indemnification............................       14
Section 4.    Right to Indemnification.............................................       15
Section 5.    Prepaid Expenses.....................................................       15
Section 6.    Other Rights and Remedies............................................       15
Section 7.    Insurance............................................................       15
Section 8.    Mergers..............................................................       15


CERTIFICATES OF STOCK

Section 1.    Right to Certificate.................................................       16
Section 2.    Facsimile Signatures.................................................       16
Section 3.    New Certificates.....................................................       16
Section 4.    Transfers............................................................       17
Section 5.    Record Date..........................................................       17
Section 6.    Registered Stockholders..............................................       17


GENERAL PROVISIONS

Section 1.    Dividends............................................................       17
Section 2.    Reserves.............................................................       17
Section 3.    Annual Statement.....................................................       18
Section 4.    Checks  .............................................................       18
Section 5.    Fiscal Year..........................................................       18
Section 6.    Corporate Seal.......................................................       18


AMENDMENTS.........................................................................       18
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                                    ARTICLE I

                                     OFFICES

         Section 1.     Registered Office.  The registered office of the 
Corporation shall be in the City of Wilmington, County of New Castle, State of 
Delaware.

         Section 2.     Other Offices.  The Corporation may also have offices at
such other place or 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

                             MEETING OF STOCKHOLDERS

         Section 1.     Place of Meetings. All meetings of the stockholders for 
the election of directors shall be held in the City of Dallas, State of Texas,
at such place within such city 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 or notice
thereof.

         Section 2.     Annual Meetings.  Annual meetings of stockholders, 
commencing with the year 1986, shall be held on such date and time as shall be
designated from time to time by the Board of Directors and stated in the notice
of the meeting, at which the stockholders shall elect by a plurality vote by
written ballot a Board of Directors and transact such other business as may
properly be brought before the meeting.

         Section 3.     Notice of Annual Meetings.  Written notice of the annual
meeting, stating the place, date and hour of the meeting, shall be given to each
stockholder of record entitled to vote at such meeting not less than ten or more
than 60 days before the date of the meeting.

         Section 4.     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 at any time by order of the Board of
Directors and shall be called by the Chairman of the Board, the President or the
Secretary at the request in writing of a majority of the Board of Directors.
Such request shall state the purpose or purposes of the proposed special
meeting. Business transacted at any special meeting of stockholders shall be
limited to the purposes stated in the notice.

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         Section 5.    Notice of Special Meetings.  Written notice of a special 
meeting, stating the place, date and hour of the meeting and the purpose or
purposes for which the meeting is called, shall be given to each stockholder of
record entitled to vote at such meeting not less than ten nor more than 60 days
before the date of the meeting.

         Section 6.     Quorum. Except as otherwise provided by statute or the
Certificate of Incorporation, the holders of stock having a majority of the
voting power of the stock entitled to be voted thereat, present in person or
represented by proxy, shall constitute a quorum for the transaction of business
at all meetings of the stockholders. If, however, such quorum shall not be
present or represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or represented by proxy shall have
power to adjourn the meeting from time to time without notice (other than
announcement at the meeting at which the adjournment is taken of the time and
place of the adjourned meeting) until a quorum shall be present or represented.
At such adjourned meeting at which a quorum shall be present or represented any
business may be transacted which might have been transacted at the meeting as
originally notified. If the adjournment is for more than 30 days, or if after
the adjournment a new record date is fixed for the adjourned meeting, a notice
of the adjourned meeting shall be given to each stockholder of record entitled
to vote at the meeting.

         Section 7.     Organization.  At each meeting of the stockholders the 
Chairman of the Board or the President, determined as provided in Article V of
these By-Laws, or if those officers shall be absent therefrom, another officer
of the Corporation chosen as chairman present in person or by proxy and entitled
to vote thereat, or if all the officers of the Corporation shall be absent
therefrom, a stockholder holding of record shares of stock of the Corporation so
chosen, shall act as chairman of the meeting and preside thereat. The Secretary,
or if he shall be absent from such meeting or shall be required pursuant to the
provisions of this Section 7 to act as chairman of such meeting, the person (who
shall be an Assistant Secretary, if an Assistant Secretary shall be present
thereat) whom the chairman of such meeting shall appoint, shall act as secretary
of such meeting and keep the minutes thereof.

         Section 8.     Order of Business.  The order of business at annual 
meetings of stockholders and, so far as practicable, at other meetings of
stockholders shall be as follows unless changed by the vote of a majority in
voting interest of those present in person or by proxy at such meeting and
entitled to vote thereat:

         (a)      Call to order.

         (b)      Proof of due notice of meeting.

         (c)      Determination of quorum and examination of proxies.

         (d)      Announcement of availability of list of stockholders.

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         (e)      Reading and disposing of minutes of last meeting of 
                  stockholders.

         (f)      Announcement of purposes for which the meeting was called.

         (g)      Nomination of directors.

         (h)      Entertainment of motions with respect to other business.

         (i)      Opening of polls or voting and collection of ballots.

         (j)      Reports of officers and committees.

         (k)      Report of voting judges.

         (l)      Other business.

         (m)      Adjournment.

         Section 9.     Voting.  Except as otherwise provided in the Certificate
of Incorporation, each stockholder shall, at each meeting of the stockholders,
be entitled to one vote in person or by proxy for each share of stock of the
Corporation held by him and registered in his name on the books of the
Corporation on the date fixed pursuant to the provisions of Section 5 of Article
VII of these By-Laws as the record date for the determination of stockholders
who shall be entitled to notice of and to vote at such meeting. Shares of its
own stock belonging to the Corporation or to another corporation, if a majority
of the shares entitled to vote in the election of directors of such other
corporation is held directly or indirectly by the Corporation, shall not be
entitled to vote. Any vote by stock of the Corporation, shall not be entitled to
vote. Any vote by stock of the Corporation may be given at any meeting of the
stockholders by the stockholder entitled thereto, in person or by his proxy
appointed by an instrument in writing subscribed by such stockholder or by his
attorney thereunto duly authorized and delivered to the Secretary of the
Corporation or to the secretary of the meeting; provided, however, that no proxy
shall be voted or acted upon after three years from its date, unless said proxy
shall provide for a longer period. Each proxy shall be revocable unless
expressly provided therein to be irrevocable and unless otherwise made
irrevocable by law. At all meetings of the stockholders all matters, except
where other provision is made by law, the Certificate of Incorporation or these
By-Laws, shall be decided by the vote of a majority of the votes cast by the
stockholders present in person or by proxy and entitled to vote thereat, a
quorum being present. Unless demanded by a stockholder of the Corporation
present in person or by proxy at any meeting of the stockholders and entitled of
vote thereat, or so directed by the chairman of the meeting, the vote thereat on
any question other than the election or removal of directors need not be by
written ballot. Upon a demand of any such stockholder for a vote by written
ballot on any question or at the direction of such chairman that a vote by
written ballot be taken on any question, such vote shall be taken by written
ballot. On a vote by written ballot, each ballot shall be 

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signed by the stockholder voting, or by his proxy, if there be such proxy, and
shall state the number of shares voted.

         Section 10.    List of Stockholders.  It shall be the duty of the 
Secretary or other officer of the Corporation who shall have share of its stock
ledger, either directly or through another officer of the Corporation designated
by him or through a transfer agent appointed by the Board of Directors, to
prepare and make, at least ten days before every meeting of the stockholders, a
complete list of the stockholders entitled to vote thereat, 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 said
meeting, either at a place within the city where said meeting is to be held,
which place shall be specified in the notice of said meeting, of, if not so
specified, at the place where said meeting is to be held. The list shall also be
produced and kept at the time and place of said meeting during the whole time
thereof, and may be inspected by any stockholder of record who shall be present
thereat. The stock ledger shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, such list or the books of the
Corporation, or to vote in person or by proxy at any meeting of stockholders.

         Section 11.    Inspectors of Votes.  At each meeting of the 
stockholders, the chairman of such meeting may appoint two Inspectors of Votes
to act thereat, unless the Board of Directors shall have theretofore made such
appointments. Each Inspector of Votes so appointed shall first subscribe an oath
or affirmation faithful to execute the duties of an Inspector of Votes at such
meeting with strict impartiality and according to the best of his ability. Such
Inspectors of Votes, if any, shall take charge of the ballots, if any, at such
meeting and after the balloting thereat on any question shall count the ballots
cast thereon and shall make a report in writing to the secretary of such meeting
of the results thereof. An Inspector of Votes need not be a stockholder of the
Corporation, and any officer of the Corporation may be an Inspector of Votes on
any question other than a vote for or against his election to any position with
the Corporation or on any other question in which he may be directly interested.

         Section 12.    Actions Without a Meeting.  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 stockholders,
may be taken without a meeting, without prior notice and without a vote, if a
consent in writing, setting forth the action so taken, shall be signed by the
holders of outstanding stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereat 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.

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                                   ARTICLE III

                               BOARD OF DIRECTORS

         Section 1.     Powers.  The business and affairs of the Corporation 
shall be managed by its Board of Directors, which shall have and may exercise
all such powers of the Corporation and do all such lawful acts and things as are
not by statute, the Certificate of Incorporation or these By-Laws directed or
required to be exercised or done by the stockholders.

         Section 2.     Number, Qualification and Term of Office.  The number of
directors which shall constitute the whole Board of Directors shall not be less
than three and shall be fixed from time to time exclusively by the Board of
Directors pursuant to a resolution adopted by a majority of the total number of
authorized directors (whether or not there exist any vacancies in the previously
authorized directorships at the time any such resolution is presented to the
Board of Directors of adoption). The directors shall be divided into three
classes as nearly equal in number as possible as set forth in the Corporation's
Certificate of Incorporation, as amended. Directors need not be stockholders. At
each annual meeting of stockholders following the initial classification and
election of directors as set forth in the Corporation's Certificate of
Incorporation, as amended, each director elected to succeed those directors
whose terms expire shall be elected for a term of office to expire at the third
succeeding annual meeting of stockholders after his election and until his
successor is elected and qualified or until his death or retirement or until he
shall resign or shall be removed in the manner hereinafter provided. Such
election shall be by written ballot.

         Notwithstanding any other provisions of the By-Laws or any provision of
law which might otherwise permit a lesser vote or no vote, but in addition to
any affirmative vote of the holders of any particular class or series of capital
stock of the Corporation entitled to vote generally in the election of directors
(hereinafter referred to as the "Voting Stock") required by law or the
Corporation's Certificate of Incorporation or the resolution or resolutions of
the Board of Directors relating to the issuance thereof, the affirmative vote of
the holders of at least 60% of the voting power of all of the then-outstanding
shares of the Voting Stock, voting together as a single class, shall be required
to alter, amend, repeal, or adopt any provision inconsistent with this Section 2
of Article III.

         Section 3.     Resignations.  Any director may resign at any time by 
giving written notice of his resignation to the Corporation. Any such
resignation shall take effect at the time specified therein, or, if the time
when it shall become effective shall not be specified therein, then it shall
take effect immediately upon its receipt by the Secretary. Unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.

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         Section 4.     Removal of Directors.  Subject to the right of the 
holders of any particular class or series of Voting Stock then outstanding, any
director, or the entire Board of Directors, may be removed from office at any
time, with or without cause, but only by the affirmative vote by written ballot
of the holders of at least a majority of the voting power of all of the
then-outstanding shares of the Voting Stock, voting together as a single class.
The vacancy in the Board of Directors caused by any such removal shall be filled
by the Board of Directors as provided in Section 5 of this Article III.

         Notwithstanding any other provisions of the By-Laws or any provision of
law which might otherwise permit a lesser vote or no vote, but in addition to
any affirmative vote of the holders of any particular class or series of Voting
Stock required by law or the Corporation's Certificate of Incorporation or the
resolution or resolutions of the Board of Directors relating to the issuance
thereof, the affirmative vote of the holders of at least 60% of the voting power
of all of the then-outstanding shares of the Voting Stock, voting together as a
single class, shall be required to alter, amend, repeal, or adopt any provision
inconsistent with this Section 4 of Article III.

         Section 5.     Vacancies.  Subject to the rights of the holders of any 
class or series of the Voting Stock then outstanding, newly created directorship
resulting from any increase in the authorized number of directors or any
vacancies on the Board of Directors resulting from death, resignation,
retirement, disqualification, removal from office or other cause may be filled
by a majority vote of the directors then in office, though less than a quorum,
and directors so chosen shall hold office for a term expiring at the annual
meeting of stockholders at which the term of office of the class to which they
have been elected expires. No decrease in the number of authorized directors
constituting the entire Board of Directors shall shorten the term of any
incumbent director. If there are no directors in office, then an election of
directors may be held in the manner provided by statute.

         Notwithstanding the foregoing, whenever the holders, if any of any
series of preferred stock of the Corporation shall have the right to elect
directors at an annual or special meeting of stockholders, the election, term of
office, filling of vacancies, and other features of such directorships shall be
governed by the terms of the Corporation's Certificate of Incorporation
applicable thereto, or the resolution or resolutions of the Board of Directors
relating to the issuance of such series of preferred stock, and such directors
so elected shall not be divided into classes pursuant to Section 2 of Article
III unless expressly provided by such terms or such resolution or resolutions.

         Notwithstanding any other provisions of the By-Laws or any provision of
laws which might otherwise permit a lesser vote or no vote, but in addition to
any affirmative vote of the holders of any particular class or series of Voting
Stock required by law or the Corporation's Certificate of Incorporation or the
resolution or resolutions of the Board of Directors relating to the issuance
thereof, the affirmative vote of the holders of at least 60% of the voting power
of all of the then-outstanding shares of the Voting Stock, voting 

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together as a single class, shall be required to alter, amend, repeal, or adopt
any provision inconsistent with this Section 5 of Article III.


                       MEETINGS OF THE BOARD OF DIRECTORS

         Section 6.     Place of Meetings.  The Board of Directors of the 
Corporation may hold meetings, both regular and special, either within or
without the State of Delaware.

         Section 7.     Annual Meetings.  The first meeting of each newly
elected Board of Directors shall be held immediately following 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 such meeting is not held immediately
following the annual meeting of 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 8.     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 9.     Special Meetings; Notice.  Special meetings of the Board
of Directors may be called by the Chairman of the Board, President or Secretary
on 24 hours notice to each director, either personally or by telephone or by
mail, telegraph, telex, cable, wireless or other form of recorded communication;
special meetings shall be called by the Chairman of the Board, President, or
Secretary in like manner and on like notice on the written request of two
directors. Notice of any such meeting need not be given to any director,
however, if waived by him in writing or by telegraph, telex, cable, wireless or
other form of recorded communication, or if he shall be present at such meeting.

         Section 10.    Quorum and Manner of Acting.  At all meetings of the 
Board of Directors, a majority of the directors at the time in office (but not
less than one-third of the whole Board of Directors) shall constitute a quorum
for, the transaction of business, and the act of a majority of the directors
present all any meeting at which a quorum is present shall be the act of the
Board of Directors, except as may be otherwise specifically provided by statute
or by the Certificate of Incorporation. If a quorum shall not be present at any
meeting of the Board of Directors, the directors present thereat may adjourn the
meeting form time to time, without notice other than announcement at the
meeting, until a quorum shall be present.

         Section 11.    Remuneration.  Unless otherwise expressly provided by 
resolution adopted by the Board of Directors, none of the directors shall, as
such, receive any stated remuneration for his services, but the Board of
Directors may at any time and 

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from time to time by resolution provide that a specified sum shall be paid to
any director of the Corporation, either as his annual remuneration as such
director or member of any committee of the Board of Directors or as remuneration
for his attendance at each meeting of the Board of Directors or any such
committee. The Board of Directors may also likewise provide that the Corporation
shall reimburse each director for any expenses paid by him on account of his
attendance at any meeting. Nothing in this Section 11 shall be construed to
preclude any director from serving the Corporation in any other capacity and
receiving remuneration thereof.

                             COMMITTEES OF DIRECTORS

         Section 12.    Executive Committee: How Constituted and Powers.  The 
Board of Directors may in its discretion, by resolution passed by a majority of
the whole Board of Directors, designate an Executive Committee consisting of one
or more of the directors of the Corporation. Subject to the provisions of
Section 141 of The General Corporation Law of the State of Delaware, the
Certificate of Incorporation and these By-Laws, the Executive Committee shall
have and may exercise, when the Board is not in session, all the powers and
authority of the Board of Directors in the management of the business and
affairs of the Corporation, and shall have the power to authorize the seal of
the Corporation to be affixed to all paper which may require it; but the
Executive Committee shall not have the power to fill vacancies in the Board of
Directors, the Executive Committee or any other committee of directors, or to
elect or approve officers of the Corporation. The Executive Committee shall have
the power and authority to authorize the issuance of common stock and grant and
authorize options and other rights with respect to such issuance. The Board of
Directors shall have the power at any time, by resolution passed by a majority
of the whole Board of Directors, to change the membership of the Executive
Committee, to fill all vacancies in it, or to dissolve it, either with or
without cause.

         Section 13.    Organization.  The Chairman of the Executive Committee, 
to be selected by the Board of Directors, shall act as chairman at all meetings
of the Executive Committee and the Secretary shall act as secretary thereof. In
case of the absence from any meeting of the Executive Committee of the Chairman
of the Executive Committee or the Secretary, the Executive Committee may appoint
a chairman or secretary, as the case may be, of the meeting.

         Section 14.    Meetings.  Regular meetings of the Executive Committee, 
of which no notice shall be necessary, may be held on such days and at such
places, within or without the State of Delaware as shall be fixed by resolution
adopted by a majority of the Executive Committee and communicated in writing to
all its members. Special meetings of the Executive Committee shall be held
whenever called by the Chairman of the Executive Committee or a majority of the
members of the Executive Committee then in office. Notice of each special
meeting of the Executive Committee shall be given by mail, telegraph, telex,
cable, wireless or other form of recorded communication or be delivered
personally or by telephone to each member of the Executive Committee not 

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later than the day before the day on which such meeting is to be held. Notice of
any such meeting need not be given to any member of the Executive Committee,
however if waived by him in writing or by telegraph, telex, cable, wireless or
other form of recorded communication, or if he shall be present at such meeting;
and any meeting of the Executive Committee shall be a legal meeting without any
notice thereof having been given, if all the members of the Executive Committee
shall be present thereat. Subject to the provisions of this Article III, the
Executive Committee, by resolution adopted by a majority of the whole Committee
shall fix its own rules of procedure.

         Section 15.    Quorum and Manner of Acting.  A majority of the 
Executive Committee shall constitute a quorum for the transaction of business,
and the act of a majority of those present at a meeting thereof at which a
quorum is present shall be the act of the Committee.

         Section 16.    Other Committees.  The Board of Directors may, by 
resolution or resolutions passed by a majority of the whole Board of Directors,
designate one or more other committees consisting of one or more directors of
the Corporation, which, to the extent provided in said resolution or
resolutions, shall have and may exercise, subject to the provisions of Section
141 of The General Corporation Law of the State of Delaware, the Certificate of
Incorporation and these By-Laws, the powers and authority of the Board of
Directors in the management of the business and affairs of the Corporation, and
shall have the power to authorize the seal of the Corporation to be affixed to
all papers which may require it; but no such committee shall have the power to
fill vacancies in the Board of Directors, the Executive Committee or any other
committee or in their respective membership, appoint or remove officers of the
Corporation, or authorize the issuance of shares of the capital stock of the
Corporation, except that such a committee may, to the extent provided in said
resolutions, grant and authorize options and other rights to the common stock of
the Corporation pursuant to and in accordance with any plan approved by the
Board of Directors. 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. A majority of all the members of any such committee may determine its
action and fix the time and place of its meetings and specify what notice
thereof, if any, shall be given, unless the Board of Directors shall otherwise
provide. The Board of Directors shall have power, to change the members of any
such committee at any time to fill vacancies, and to discharge any such
committee, either with or without cause, at any time.

         Section 17.    Alternate Members of Committees.  The Board of Directors
may designate one or more directors as alternate members of the Executive
Committee or any other committee, who may replace any absent or disqualified
member at any meeting of the committee, or if none be so appointed, the member
of members thereof present at any meeting and not disqualified from voting,
whether or not he or they constitute a quorum, may unanimously appoint another
member of the Board of Directors to act at the meeting in place of any such
absent or disqualified member.

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         Section 18.    Minutes of Committees.  Each committee shall keep 
regular minutes of its meetings and proceedings and report the same to the Board
of Directors at the next meeting thereof.

                                     GENERAL

         Section 19.    Actions Without a Meeting.  Unless otherwise restricted 
by the Certificate of Incorporation or these By-Laws, 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 the committee.

         Section 20.    Presence at Meeting by Means of Communications 
Equipment. Members of the Board of Directors, or of any committee designated by
the Board of Directors, may participate in a meeting of the Board of Directors
or such 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 participation in a meeting pursuant to this Section 20 shall
constitute presence in person at such meeting.

                                   ARTICLE IV

                                     NOTICES

         Section 1.     Type of Notice.  Whenever, under the provisions of the
statutes, the Certificate of Incorporation or these By-Laws, 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, in person or by mail,
addressed to such director or stockholder, at his address as it appears on the
record 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 in any manner permitted by
Article III hereof and shall be deemed to be given at the time when first
transmitted by the method of communication so permitted.

         Section 2.     Waiver of Notice.  Whenever any notice is required to be
given under the provision of the statutes, the Certificate of Incorporation or
these By-Laws, 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, and transmission of a waiver of notice by a
director of stockholder by mail, telegraph, telex, cable, wireless or other form
of recorded communication may constitute such a waiver.

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<PAGE>   15


                                    ARTICLE V

                                    OFFICERS

         Section 1.     Elected and Appointed Officers.  The elected officers of
the Corporation shall be a President, one or more Vice Presidents, with or
without such descriptive titles as the Board of Directors shall deem
appropriate, a Secretary and a Controller, and, if the Board of Directors so
elects, a Chairman of the Board (who shall be a director). The Board of
Directors or the Executive Committee of the Board of Directors by resolution
also may appoint one or more Assistant Vice Presidents, Assistant Secretaries,
Assistant Controllers, and such other officers and agents as from time to time
may appear to be necessary or advisable in the conduct of the affairs of the
Corporation.

         Section 2.     Time of Election or Appointment.  The Board of Directors
at its annual meeting shall elect and appoint, as the case may be, officers to
fill the positions designated in or pursuant to Section 1 of this Article V.
Officers of the Corporation may also be elected or appointed, as the case may
be, at any other time.

         Section 3.     Salaries of Elected Officers. The salaries of all 
elected officers of the Corporation shall be fixed by the Board of Directors.

         Section 4.     Term.  Each officer of the Corporation shall hold his 
office until his successor is elected or appointed and qualified or until his
earlier resignation or removal. Any officer may resign at any time upon written
notice to the Corporation. Any officer elected or appointed by the Board of
Directors or the Executive Committee may be removed at any time by the
affirmative vote of a majority of the whole Board of Directors. Any vacancy
occurring in any office of the Corporation by death, resignation, removal or
otherwise may be filled by the Board of Directors or the appropriate committee
thereof.

         Section 5.     Duties of the Chairman of the Board.  The Chairman of 
the Board, if one be elected, shall preside when present at all meetings of the
Board of Directors and may preside at meetings of the stockholders. He shall
advise and counsel the President and other officers of the Corporation, and
shall exercise such powers and perform such duties as shall be assigned to or
required of him from time to time by the Board of Directors.

         Section 6.     Duties of the President.  The President, subject to the
provisions of these By-laws, shall have general supervision of the affairs of
the Corporation and shall have general and active control of all its business.
He shall preside, in the absence of the Chairman of the Board or any other
person designated to do so by these By-Laws, at all meetings of the Board of
Directors and at meetings of the stockholders. He shall see that all orders and
resolutions of the Board of Directors and the stockholders are carried into
effect. He shall have general authority to execute bonds, deeds and contracts in
the name of the Corporation and affix the corporate seal thereto; to 

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<PAGE>   16

sign stock certificates; to cause the employment or appointment of such
employees and agents of the Corporation as the proper conduct of operations may
require, and to fix their compensation, subject to the provisions of these
By-Laws; to remove or suspend any employee or agent who shall have been employed
or appointed under his authority or under authority of an officer subordinate to
him; to suspend for cause, pending final action by the authority which shall
have elected or appointed him, any officer subordinate to the President, and, in
general, to exercise all the powers and authority usually appertaining to the
president of a corporation, except as otherwise provided in these By-Laws.

         Section 7.     Duties of Vice Presidents.  In the absence of the 
President or in the event of his inability or refusal to act, the Vice President
(or in the event there be more than one Vice President, the Vice Presidents in
the order designated, or in the absence of any designation, then in the order of
their election) shall perform the duties of the President, and when so acting,
shall have all the powers of and be subject to all the restrictions upon the
President. The Vice Presidents shall perform such other duties and have such
other powers as the Board of Directors or the President may from time to time
prescribe.

         Section 8.     Duties of Assistant Vice Presidents.  In the absence of 
a Vice President or in the event of his inability or refusal to act, the
Assistant Vice President (or in the event there shall be more than one, the
Assistant Vice Presidents in the order designated by the Board of Directors, or
in the absence of any designation, then in the order of their appointment) shall
perform the duties and exercise the powers of that Vice President, and shall
perform such other duties and have such other powers as the Board of Directors,
the President or the Vice President under whose supervision he is appointed may
from time to time prescribe.

         Section 9.     Duties of the Secretary.  The Secretary shall attend all
meetings of the Board of Directors and all meetings of the stockholders and
record all the proceedings of the meetings of the Corporation and of the Board
of Directors in a book to be kept for that purpose and shall perform like duties
for the Executive Committee or other standing committees when required. He shall
give, or cause to be given, notice of all meetings of the stockholders and
special meetings of the Board of Directors, and shall perform such other duties
as may be prescribed by the Board of Directors or the President, under whose
supervision he shall be. He shall have custody of the corporate seal of the
Corporation and he, or an Assistant Secretary, shall have authority to affix the
same to any instrument requiring it, and when so affixed, it may be attested by
his signature or, by the signature of such Assistant Secretary. The Board of
Directors may give general authority to any other officer to affix the seal of
the Corporation and to attest the affixing by his signature. The Secretary shall
keep and account for all books, documents, papers and records of the Corporation
except those for which some other officer or agent is properly accountable. He
shall have authority to sign stock certificates and shall generally perform all
the duties usually appertaining to the office of the secretary of a corporation.

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<PAGE>   17

         Section 10.    Duties of Assistant Secretaries.  In the absence of the
Secretary or in the event of his inability or refusal to act, the Assistant
Secretary (or, if there shall be more than one, the Assistant Secretaries in the
order designated by the Board of Directors, or in the absence of any
designation, then in the order of their appointment) shall perform the duties
and exercise the powers of the Secretary and shall perform such other duties and
have such other powers as the Board of Directors, the President or the Secretary
may from time to time prescribe.

         Section 11.    Duties of the Controller.  The Controller shall have the
custody of the corporate funds and securities and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the Corporation and
shall deposit all moneys and other valuable effects in the name and to the
credit of the Corporation in such depositories as may be designated by the Board
of Directors. He shall disburse the funds of the Corporation as may be ordered
by the Board of Directors, taking proper vouchers for such disbursements, and
shall render to the President and the Board of Directors, at its regular
meetings, or when the Board of Directors so requires, an account of all his
transactions as Controller and of the financial condition of the Corporation. If
required by the Board of Directors, he shall give the Corporation a bond (which
shall be renewed every six years) in such sum and with such surety or sureties
as shall be satisfactory to the Board of Directors for the faithful performance
of the duties of his office and for the restoration to the Corporation, in case
of his death, resignation, retirement or removal from office, of all books,
papers, vouchers, money and other property of whatever kind in his possession or
under his control belonging to the Corporation. The Controller shall also have
supervision of the accounting practices of the Corporation and of each
subsidiary and division of the Corporation, and shall prescribe the duties and
powers of the chief accounting personnel of the subsidiaries and divisions. He
shall cause to be maintained an adequate system of financial control through a
program of budget an interpretive reports. He shall initiate and enforce
measures and procedures whereby the business of the Corporation and its
subsidiaries and divisions shall be conducted with the maximum safety,
efficiency and economy. He shall prepare a monthly report covering the operating
results of the Corporation, its subsidiaries and divisions. The Controller shall
be under the supervision of the Vice President, in charge of finance, if one is
so designated, and he shall perform such other duties as may be prescribed by
the Board of Directors, the President or any such Vice President in charge of
finance.

         Section 12.    Duties of Assistant Controllers.  The Assistant
Controller or Assistant Controllers shall assist the Controller, and in the
absence of the Controller or in the event of his inability or refusal to act,
the Assistant Controller (or, if there shall be more than one, the Assistant
Controllers in the order designed by the Board of Directors, or in the absence
of any designation, then in the order of their appointment), shall perform the
duties and exercise the powers of the Controller and perform such other duties
and have such other powers as the Board of Directors, the President or the
Controller may from time to time prescribe.

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<PAGE>   18


                                   ARTICLE VI

                                 INDEMNIFICATION

         Section 1.     Actions Other Than by or in the Right of the 
Corporation. The Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or contemplated
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Corporation and, with respect to any criminal action or proceeding, that he had
reasonable cause to believe that his conduct was unlawful.

         Section 2.     Actions by or in the Right of the Corporation.  The
Corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or contemplated action or suit by or
I the right of the Corporation to procure a judgment in its favor by reason of
the fact that he is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

         Section 3.     Determination of Right to Indemnification.  Any
indemnification under Sections 1 or 2 of this Article VI (unless ordered by a
court) shall be made by the Corporation only as authorized in the specific case
upon a determination that indemnification of the director, officer, employee or
agent is proper in the circumstances because he has met the applicable standard
of conduct set forth in Section 1 or 2 of this Article VI. Such determination
shall be made (i) by the Board of Directors by a majority 

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<PAGE>   19

vote of a quorum consisting of directors who were not parties to such action,
suit or proceeding, or (ii) if such a quorum is not obtainable, or, even if
obtainable a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, or (iii) by the stockholders.

         Section 4.     Right to Indemnification. Notwithstanding the other 
provisions of this Article VI, to the extent that a director, officer, employee
or agent of a corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in Sections 1 or 2 of this
Article VI, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

         Section 5.     Prepaid Expenses.  Expenses incurred in defending a 
civil or criminal action, suit or proceeding may be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of the director, officer, employee or agent to
repay such amount if it shall ultimately be determined that he is not entitled
to indemnified by the Corporation as authorized in this Article VI.

         Section 6.     Other Rights and Remedies.  The indemnification and
advancement of expenses provided by, or granted pursuant to, this Article VI
shall not be deemed exclusive of any other rights to which any person seeking
indemnification or advancement of expenses may be entitled under any by-law,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in his official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.

         Section 7.     Insurance.  Upon resolution passed by the Board of 
Directors, the Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Corporation,
or is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against him and incurred by him
in any such capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability under
the provisions of this Article VI.

         Section 8.     Mergers.  For purposes of this Article VI, references to
"the Corporation" shall include, in addition to the resulting or surviving
corporation, constituent corporations (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers, employees or agents, so that any person who is or was a
director, officer, employee, or agent of such constituent corporation or is or
was serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,

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<PAGE>   20

trust or other enterprise shall stand in the same position under the provisions
of this Article VI with respect to the resulting or surviving corporation as he
would have with respect to such constituent corporation if its separate
existence had continued.

                                   ARTICLE VII

                              CERTIFICATES OF STOCK

         Section 1.     Right to Certificate.  Every holder of stock in the
Corporation shall be entitled to have a certificate, signed by, or in the name
of the Corporation by, the Chairman of the Board, the President or a Vice
President, and the Secretary or an Assistant Secretary of the Corporation
certifying the number of shares owned by him in the Corporation. If the
Corporation shall be authorized to issue more than one class of stock or more
than one series of any class, the powers, designations, preferences and
relative, participating, optional or other special rights of each class of stock
or series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights shall be set forth in full or summarized on the face
or back of the certificate which the Corporation shall issue to represent such
class or series of stock, provided that, except as otherwise provided in Section
202 of the General Corporation Law of the State of Delaware, in lieu of the
foregoing requirements, there may be set forth on the face or back of the
certificate which the Corporation shall issue to represent such class or series
of stock, a statement that the Corporation will furnish without charge to each
stockholder who so requests the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights.

         Section 2.     Facsimile Signatures.  Any of or all the signatures on 
the certificate may be facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, it may be issued by the Corporation with the
same effect as if he were such officer, transfer agent or registrar at the date
of issue.

         Section 3.     New Certificates.  The Board of Directors may direct a 
new certificate or certificates theretofore issued by the Corporation and
alleged to have been lost, stolen or destroyed, upon the making of an affidavit
of that fact by the person claiming the certificate of stock to be lost, stolen
or destroyed. When authorizing such issue of a new certificate or certificates,
the Board of Directors may, in its discretion and as a condition precedent to
the issuance thereof, require the owner of such lost, stolen or destroyed
certificate or certificates, or his legal representative, to advertise the same
in such manner as it shall require and/or to give the Corporation a bond in such
sum as it may direct as indemnity against any claim that may be made against the
Corporation with respect to the certificate alleged to have been lost, stolen or
destroyed or the issuance of such new certificate.

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<PAGE>   21

         Section 4.     Transfers.  Upon surrender to the Corporation or the 
transfer agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignation or authority to
transfer, it shall be the duty of the Corporation, subject to any proper
restrictions on transfer, to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

          Section 5.    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 less than ten nor more than 60 days
before the date of such meeting, nor more than 60 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 6.     Registered Stockholders.  The Corporation shall be 
entitled to recognize the exclusive right of a person registered on its books as
the owner of shares to receive dividends, and to vote as such owner, and to hold
liable for calls and assessments a person registered on its books as the owner
of shares, and shall not be bound to recognize any equitable or other claim to
or interest in such share or shares on the part of any person, whether or not
provided by the laws of the State of Delaware.

                                  ARTICLE VIII

                               GENERAL PROVISIONS

         Section 1.     Dividends.  Dividends upon the capital stock of the 
Corporation, subject to the provisions of the Certificate of Incorporation, if
any, may be declared by the Board of Directors (but not any committee thereof)
at any regular meeting, pursuant to law. Dividends may be paid in cash, in
property or in shares of the capital stock, subject to the provision of the
Certificate of Incorporation.

         Section 2.     Reserves.  Before payment of any dividend, there may be 
set aside out of any funds of the Corporation available for dividends such sum
or sums as the Board of Directors from time to time, in their absolute
discretion, thinks 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 Board of Directors shall think
conducive to the interest of the Corporation, and the Board of Directors may
modify or abolish any such reserve in the manner in which it was created.

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         Section 3.     Annual Statement.  The Board of Directors shall present 
at each annual meeting, and at any special meeting of the stockholders when
called for by vote of the stockholders, a full and clear statement of the
business and condition of the Corporation.

         Section 4.     Checks.  All checks or demands for money and notes of 
the Corporation shall be signed by such officer or officers or such other person
or persons as the Board of Directors may from time to time prescribe.

         Section 5.     Fiscal Year.  The fiscal year of the Corporation shall 
be determined by the Board of Directors.

         Section 6.     Corporate Seal.  The corporate seal shall have inscribed
thereon the name of the Corporation, the year of its organization and the word
"Delaware." The seal may be used by causing it or a facsimile thereof to be
impressed, affixed, reproduced or otherwise.

                                   ARTICLE IX

                                   AMENDMENTS

         These By-Laws may be altered, amended or repealed or new By-Laws may be
adopted by the stockholders or by the Board of Director at any regular meeting
of the stockholders or the Board of Director or at any special meeting of the
stockholders or the Board of Directors if notice of such alteration, amendment,
repeal or adoption of new By-Laws be contained in the notice of such special
meeting.


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