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                                                                     EXHIBIT 3.2

                                                         [ADOPTED APRIL 7, 1999]
                                     BY-LAWS


                                       OF

                       BAYARD DRILLING TECHNOLOGIES, INC.

                               (the "Corporation")

                 ----------------------------------------------




                                    ARTICLE I


                                     OFFICES


SECTION 1.        Principal Office.


The principal office of the Corporation shall be at such place as the Board of
Directors may from time to time determine, but until a change is effected, such
principal office shall be at 515 West Greens Road, Suite 1200, Houston, Texas
77067.


SECTION 2.        Other Offices.


The Corporation may also have other offices at such places, within or without
the State of Delaware, as the Board of Directors may from time to time determine
or as the business of the Corporation may require.


                                   ARTICLE II


                            MEETINGS OF STOCKHOLDERS


SECTION 1.        Time and Place of Meetings.


A meeting of stockholders for any purpose may be held at such time and place,
within or without the State of Delaware, as shall be stated on the notice
thereof or in a duly executed waiver of notice thereof.


SECTION 2.        Annual Meeting.


The annual meeting of the stockholders of the Corporation shall be held on the
first Tuesday of June in each year if not a legal holiday, and if a legal
holiday, then on the next succeeding day which is not a legal holiday at such
place, either within or without the State of Delaware, and at such time and as
set forth in the notice of the meeting or in a duly executed waiver of notice
thereof, for the election of the Board of Directors and for the transaction of
such other business as may properly be brought before the meeting. In the event
the annual meeting is not held on the date above provided, the Board of
Directors shall cause the meeting to be held as soon thereafter as may be
convenient. Such subsequent meeting shall be called in the same manner as
hereinafter provided for special meetings of stockholders.




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SECTION 3.        Special Meetings.


Special meetings of the stockholders, unless otherwise prescribed by statute,
may be called at any time for any purpose or purposes by the Board and shall be
held at such place, either within or without the State of Delaware, and at such
hour as may be designated by the Board in the notice of the meeting; provided,
however, that the time so fixed shall permit the giving of notice as provided in
Section 4 of this Article II, unless such notice is waived as provided by law or
by these Restated By-Laws. At a special meeting only such matters as may be
specified in the notice thereof shall be considered. Special meetings shall also
be called and held in such cases and in such manner as may be specifically
required by law or by the Certificate of Incorporation.


SECTION 4.        Notice of Meetings.


Written notice of each meeting of the stockholders, which shall state the place,
date and hour of the meeting and, in the case of a special meeting or where
otherwise required by law, the purpose or purposes for which it is called, shall
be given, unless a different period is required by law, not less than 10 nor
more than 60 days before the date of such meeting, by or at the direction of the
person calling the meeting, to each stockholder entitled to vote at such
meeting. If mailed, the notice of a meeting of stockholders shall be deemed to
be given when deposited in the United States mail, postage prepaid, directed to
the stockholder at his address as it appears on the records of the Corporation.
No business other than that stated in the notice shall be transacted at any
meeting without the unanimous consent of all the stockholders entitled to vote
thereat. Any such notice for any meeting other than the annual meeting shall, if
issued at the direction of the Board, so indicate. When a meeting is adjourned
to another time or place, notice need not be given if the time and place thereof
are announced at the meeting at which the adjournment is taken. If the
adjournment is for more than 30 days after the date of the original meeting, 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 5.        Quorum.


Except as otherwise required by law, the Certificate of Incorporation or these
By-Laws, at all meetings of the stockholders, the holders of a majority of the
shares issued and outstanding and entitled to vote shall be present in person or
represented by proxy in order to constitute a quorum for the transaction of any
business. The holders of a plurality of the shares present in person or
represented by proxy and entitled to vote thereat, whether or not a quorum shall
be present, may adjourn the meeting from time to time, to a specified date or
place. At any such adjourned meeting at which a quorum may be present, the
Corporation may transact any business which might have been transacted at the
original meeting.


As to any matter with respect to which a separate class vote is required by the
Certificate of Incorporation, the holders of one-third of the shares of such
class which are then outstanding and entitled to vote shall be present in person
or represented by proxy in order to constitute a quorum for the purpose of any
separate vote required by such class.


The absence from any meeting of the number of shares required by law, the
Certificate of Incorporation or these By-Laws for action upon one matter shall
not prevent action at such meeting upon any other matter or matters which may
properly come before the meeting, if the number of shares required in respect of
such other matters shall be present.



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SECTION 6.        Organization.


At each meeting of the stockholders, the President or, in his absence or
inability to act, the most senior Vice President or, in his absence or inability
to act, any person as may be designated by the Board of Directors or, in the
absence of such designation, a chairman to be chosen at the meeting by the
majority of those stockholders present in person or represented by proxy shall
act as chairman of the meeting. The Secretary or, in his absence or inability to
act, an Assistant Secretary, or in his absence or inability to act, any person
as may be designated from time to time by the Board of Directors shall act as
secretary of each meeting of stockholders and keep the minutes thereof; if no
such person is present or has been chosen, the holders of record of a majority
of shares of stock present in person or represented by proxy and entitled to
vote at the meeting shall choose any person present to act as secretary of the
meeting.


SECTION 7.        Order of Business.


The order of business at all meetings of the stockholders shall be as determined
by the chairman of the meeting.


SECTION 8.        Voting and Required Vote.


At each meeting of stockholders, each stockholder shall be entitled to one vote
for each share of capital stock held by such stockholder except as otherwise
provided in the Certificate of Incorporation. Except as otherwise provided in
the Certificate of Incorporation, and subject to statute, at each meeting of
stockholders if there shall be a quorum, the affirmative vote of the holders of
a majority of shares present in person or represented by proxy and entitled to
vote thereat, shall decide all matters brought before such meeting.


SECTION 9.        Proxies.


Each stockholder entitled to vote at any meeting of stockholders or to express
consent or dissent to corporate action in writing without a meeting may
authorize another person or persons to act for him by proxy. Any such proxy
shall be delivered to the secretary of such meeting at or prior to the time
designated in the order of business for so delivering such proxies. Each such
proxy shall be in writing and executed by the stockholder or his duly authorized
attorney-in-fact, but no such proxy shall be voted after three years from its
date unless such proxy provides for a longer period. A duly executed proxy shall
be irrevocable if it states that it is irrevocable and if, and only as long as,
it is coupled with an interest sufficient in law to support an irrevocable
power. A proxy may be made irrevocable regardless of whether the interest with
which it is coupled is an interest in the stock itself or an interest in the
Corporation generally.


SECTION 10.       List of Stockholders.


A complete list of the stockholders entitled to vote at any meeting, arranged in
alphabetical order, with the address of each, and the number of shares held by
each, shall be prepared, or shall be caused to be prepared, by the Secretary and
shall be open to 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 in which 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 place of the meeting during the whole time thereof, and
may be inspected by any stockholder who is present. The stock ledger shall be
the only evidence as to the stockholders entitled to examine the stock ledger,
the list required by these By-Laws or the books of the Corporation, or to vote
in person or by proxy at any meeting of the stockholders.



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SECTION 11.       Voting by Fiduciaries, Pledgors and Joint Owners.


Persons holding stock in a fiduciary capacity shall be entitled to vote the
shares so held. Persons whose stock is pledged shall be entitled to vote, unless
in the transfer by the pledgor on the books of the Corporation he has expressly
empowered the pledgee to vote thereon, in which case only the pledgee, or his
proxy, may represent such stock and vote thereon.


If shares or other securities having voting power stand of record in the names
of two or more persons, whether fiduciaries, members of a partnership, joint
tenants, tenants-in-common, tenants by the entirety or otherwise, or if two or
more persons have the same fiduciary relationship respecting the same shares,
unless the Secretary is given written notice to the contrary and is furnished
with a copy of the instrument or order appointing them or creating the
relationship wherein it is so provided, their acts with respect to voting shall
have the following effect:


         (a)      if only one votes, his act binds all;


         (b)      if more than one votes, the act of the majority so voting
                  binds all;


         (c)      if more than one votes, but the vote is evenly split on any
                  particular matter, each faction may vote the securities in
                  question proportionally, or any person voting the shares, or a
                  beneficiary, if any, may apply to the Court of Chancery or
                  such other court as may have jurisdiction to appoint an
                  additional person to act with the persons so voting the
                  shares, which shall then be voted as determined by a majority
                  of such persons and the person appointed by the Court. If the
                  instrument so filed shows that any such tenancy is held in
                  unequal interest, a majority or even-split for the purpose of
                  this paragraph shall be a majority or even-split in interest.


SECTION 12.       Consent of Stockholders in Lieu of Meeting.


Unless otherwise provided by the Certificate of Incorporation, any action
required or permitted to be taken at any annual or special meeting of
stockholders of the Corporation 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 all of the holders of outstanding stock.


                                   ARTICLE III


                               BOARD OF DIRECTORS


SECTION 1.        General Powers.


The business and affairs of the Corporation shall be managed by or under the
direction of a Board of Directors, which may exercise all such authority and
powers of the Corporation and do all such lawful acts and things as are not by
statute, by the Certificate of Incorporation or by these By-Laws directed or
required to be exercised or done by the stockholders or such other persons as
provided therein.


SECTION 2.        Number of Directors.


The number of Directors shall be determined from time to time by resolution of
the Board of Directors in accordance with the terms of the Certificate of
Incorporation.



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SECTION 3.        Resignations.


Any Director may resign at any time upon written notice to the Board of
Directors, the President or the Secretary. 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, immediately upon its receipt thereof
by the Board of Directors or by any such officer.


SECTION 4.        Annual Meetings.


The annual meeting of the Board of Directors for the purpose of organizing the
Board, appointing officers and members of committees and transacting other
business, shall be held immediately following the annual meeting of the
stockholders at the same place where such meeting of stockholders shall be held.
No notice shall be required for any such meeting if held immediately after the
adjournment, and at the site, of the meeting of the stockholders. If not so
held, notice shall be given in the same manner as required for special meetings
of the Board of Directors.


SECTION 5.        Regular Meetings.


Additional regular meetings of the Board may be held without notice at such time
and place (within or without the State of Delaware) as shall from time to time
be determined by the Board of Directors.


SECTION 6.        Special Meetings.


Special meetings of the Board may be called at any time by the Chairman of the
Board, the Vice Chairman, the President or any Vice President or by two or more
Directors and shall be held at such time and place (within or without the State
of Delaware) as may be fixed by the person or persons calling the meeting;
provided, however, that the time so fixed shall permit the giving of notice as
provided in Section 7 of this Article III.


SECTION 7.        Notice of Special Meetings.


Notice of the time and place of each special meeting of the Board of Directors
shall be mailed, postage prepaid to each director, addressed to him at his
address as it appears on the records of the Corporation, by first-class mail, at
least three days before the day on which such meeting is to be held, or shall be
sent addressed to him at such place by telegraph, telex, cable or wireless, or
be delivered to him personally or by telephone, no later than the day before the
day on which the meeting is to be held, and the method used for notice of such
special meeting need not be the same for each Director being notified. Except as
otherwise required by law, the Certificate of Incorporation or these By-Laws,
such notice need not state the purpose or purposes of such meeting thereof.


SECTION 8.        Organization.


The Board of Directors shall select a chairman of the meeting from among the
Directors present to preside over the meeting. The Secretary or, in his absence
or inability to act, an Assistant Secretary, or in his absence or inability to
act, another Director selected by the Board shall act as secretary of the
meeting and keep the minutes thereof; if no such person is present or has been
chosen, the holders of record of a majority of shares of stock present in person
or represented by proxy and entitled to vote at the meeting shall choose any
person present to act as secretary of the meeting.



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SECTION 9.        Quorum.


At all meetings of the Board of Directors the presence in person of one-third of
the total number of Directors constituting the entire Board of Directors,
whether then in office or not, shall be necessary and sufficient to constitute a
quorum for the transaction of any business by the Board of Directors at such
meeting, except as otherwise provided by law, the Certificate of Incorporation
or these By-Laws. At any meeting of the Board of Directors, no action shall be
taken (except adjournment, in the manner provided below) until after a quorum
has been established, except as otherwise provided by law, the Certificate of
Incorporation or these By-Laws.


Except as otherwise provided by law, the Certificate of Incorporation or these
By-Laws, the act of a majority of Directors who are present at a meeting at
which a quorum previously has been established (or at any adjournment of such
meeting, provided that a quorum shall have previously been established at such
adjourned meeting) shall be the act of the Board of Directors, regardless of
whether or not a quorum is present at the time such action is taken. In
determining the number of directors who are present at the time any such action
is taken, any Director who is in attendance at such meeting but who, for just
cause, is disqualified to vote on such matter, shall not be considered as being
present at the time of such action for the purpose of establishing the number of
votes required to take action on any matter submitted to the Board of Directors,
but shall be considered as being present for purposes of determining the
existence of a quorum.


In the event a quorum cannot be established at the beginning of a meeting, a
majority of the Directors present at the meeting, or the Secretary of the
Corporation, if there be no Director present, may adjourn the meeting from time
to time until a quorum be present. Only such notice of such adjournment need be
given as the Board of Directors may from time to time prescribe.


SECTION 10.       Regulations.


The Board of Directors may adopt such rules and regulations for the conduct of
its meetings and for the management of the business and affairs of the
Corporation as it may deem proper and not inconsistent with law, the Certificate
of Incorporation and these By-Laws.


SECTION 11.       Written Consent in Lieu of Meeting.


Any action required or permitted to be taken at any meeting of the Board of
Directors may be taken without a meeting if all members of the Board then in
office consent thereto in writing, provided that the number of such members is
sufficient to constitute a quorum for such action, and the writing or writings
are filed with the minutes of proceedings of the Board of Directors.


SECTION 12.       Telephonic Participation.


Any and all members of the Board of Directors may participate in a meeting of
the Board by means of a conference telephone or similar communications equipment
by means of which all persons participating in such meeting shall hear each
other; participation in a meeting pursuant to this Section shall constitute
presence in person at such meeting.


SECTION 13.       Compensation.


Directors shall be entitled to such compensation for their services as Directors
and to such reimbursement for any reasonable expense incurred in attending
meetings of the Board of Directors as may from time to time be fixed by the
Board of Directors. The compensation of Directors may be on such basis as is
determined by the Board of Directors. Any Director may waive compensation for
any meeting. Any Director receiving compensation under these provisions 



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shall not be barred from serving the Corporation in any other capacity and
receiving compensation and reimbursement for reasonable expenses for such other
services.


                                   ARTICLE IV


                                   COMMITTEES


SECTION 1.        Committees.


The Board of Directors may appoint such committees as it shall deem advisable
and with such rights, powers, and authority as it shall prescribe. Each such
committee shall consist of one or more Directors. Unless otherwise provided by
the Board of Directors, a majority of the members of each such other committee
shall constitute a quorum, and the acts of a majority of the members present at
a meeting at which a quorum is present shall be the act of such committee.


SECTION 2.        Vacancies; Committee Changes.


In the absence or disqualification of a member of any committee, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may unanimously appoint another member of
the Board of Directors to act at the meeting in the place of any such absent or
disqualified member.


The Board of Directors shall have the power at any time to fill vacancies in, to
change the membership of, and to discharge, any committee or any member of any
committee.


SECTION 3.        Compensation.


Members of any committee shall be entitled to such compensation for their
services as members of the committee and to such reimbursement for any
reasonable expenses incurred in attending committee meetings as may from time to
time be fixed by the Board of Directors. Any committee member may waive
compensation for any meeting. Any committee member receiving compensation under
these provisions shall not be barred from serving the Corporation in any other
capacity and from receiving compensation and reimbursement of reasonable
expenses for such other services.


SECTION 4.        Telephonic Participation.


Any and all members of any committee designated by the Board of Directors may
participate in a meeting of such committee by means of conference telephone or
similar communications equipment by means of which all persons participating in
such meeting can hear each other, and participation in such a meeting pursuant
to this Section shall constitute presence in person at such meeting.


SECTION 5.        Action by Consent.


Any action required or permitted to be taken at any meeting of any committee of
the Board of Directors may be taken without a meeting if a written consent
thereto shall be signed by all members of the committee then in office, provided
that the number of such members is sufficient to constitute a quorum for such
action, if any, and such written consent is filed with the minutes of its
proceedings.



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                                    ARTICLE V


                                     NOTICES


SECTION 1.        Waiver of Notice.


Whenever any notice is required to be given by law, the Certificate of
Incorporation or these By-Laws, a written waiver thereof; signed by the person
or persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to such notice. Neither the business to be
transacted at, nor the purpose of any regular or special meeting of
stockholders, any meeting of other security holders, the Board of Directors, or
any committee of the Board of Directors need be specified in any written waiver
of notice unless so required by law, the Certificate of Incorporation or these
By-Laws.


SECTION 2.        Attendance at Meeting.


Attendance of a person at any meeting, whether of stockholders or other security
holders (in person or by proxy), or the Board of Directors or any committee of
the Board of Directors, shall constitute a waiver of notice of such meeting,
except when such person attends such meeting for the express purpose of
objecting, and objects, at the beginning of the meeting, to the transaction of
any business on the ground that the meeting is not legally called or convened.


                                   ARTICLE VI


                                    OFFICERS


SECTION 1.        Number and Qualifications.


The officers of the Corporation shall include the President and a Secretary, and
may include one or more Vice Presidents, a Treasurer, and such other officers as
may be elected or appointed in accordance with the provisions of Section 2 of
this Article VI. Any number of offices, except the offices of President and
Secretary, may be held by the same person.


SECTION 2.        Selection, Term of Office and Qualification.


The officers shall be elected from time to time by the Board of Directors at its
first regular meeting after each annual meeting of stockholders. Each officer
shall hold his office until his successor is elected and qualified or until he
shall resign in the manner provided in Section 3 of this Article VI, or until he
shall have been removed in the manner provided in Section 4 of this Article VI,
or until his death. Other officers, including without limitation one or more
Assistant Treasurers and one or more Assistant Secretaries shall be chosen in
such manner, hold office for such period, have such authority, perform such
duties and be subject to removal as may be prescribed by the Board of Directors.


SECTION 3.        Resignations.


Any officer may resign at any time upon written notice to the Board of
Directors, the President or the Secretary. 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, immediately upon its receipt thereof
by the Board of Directors or any such officer.



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SECTION 4.        Removal.


Any officer may be removed at any time, either with or without cause, by the
Board of Directors; and any officer not elected by the Board of Directors may be
removed in such manner as may be determined by the Board of Directors. Removal
from office however, shall not prejudice the contract rights, if any, of the
person removed except as provided in such contract.


SECTION 5.        Vacancies.


Any vacancy occurring in any office of the Corporation which is required by
Section 2 of this Article VI to be elected by the Board of Directors, whether by
death, resignation, removal or otherwise, shall be filled for the unexpired
portion of the term by the Board of Directors. A vacancy in any other office
shall be filled in such manner as may be determined by the Board of Directors.


SECTION 6.        The President.


The President shall be chief executive officer of the Corporation and shall
have, subject to the control of the Board of Directors, general and active
management of the business of the Corporation and the general and active
supervision and direction over the business operations and affairs of the
Corporation and over its several officers, agents and employees. He shall,
unless also a Director, be an ex officio member of all committees of the Board.
In general, he shall have such other powers and shall perform such other duties
as usually pertain to the office of President or as from time to time may be
assigned to him by the Board or these By-Laws.


SECTION 7.        Vice President.


The Vice President or, in the event there be more than one, the Vice Presidents
in the order designated, or in the absence of any designation, in the order of
their seniority, shall have such powers and perform such duties as from time to
time may be assigned to him by the Board.


SECTION 8.        The Treasurer and Assistant Treasurers.


The Treasurer shall:


         (a)      have charge and custody of, and be responsible for, all the
                  funds and securities of the Corporation;


         (b)      keep full and accurate accounts of receipts and disbursements
                  in books belonging to the Corporation;


         (c)      cause all moneys and other valuables to be deposited to the
                  credit of the Corporation in such depositories as may be
                  designated by the Board of Directors;


         (d)      receive, and give receipts for moneys due and payable to the
                  Corporation from any source whatsoever;


         (e)      disburse the funds of the Corporation and supervise the
                  investment of its funds as ordered or authorized by the Board
                  of Directors, taking proper vouchers therefor;


         (f)      render to the President and the Board of Directors at the
                  regular meetings of the Board, or whenever they may request
                  it, an account of all his transactions as Treasurer and of the
                  financial condition of the Corporation; and



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         (g)      in general, have all the powers and perform all the duties
                  incident to the office of Treasurer and such other duties as
                  from time to time may be assigned to him by the Board of
                  Directors or the President.


The Assistant Treasurer or Assistant Treasurers, if any, shall in the absence or
disability of the Treasurer or at his request, perform his duties and exercise
his powers and authority as may be assigned to him by the Board of Directors or
the President.


SECTION 9.        The Secretary and Assistant Secretaries.


The Secretary shall:


         (a)      attend all meetings of the Board of Directors, any committee
                  of the Board of Directors, stockholders and other security
                  holders and record all votes and the proceedings of such
                  meetings in minute books to be kept by him for that purpose;


         (b)      see that all notices are duly given in accordance with the
                  provisions of these By-Laws and as required by law;


         (c)      be custodian of the records and the seal of the Corporation
                  and affix and attest the seal to all stock certificates of the
                  Corporation (unless the seal of the Corporation on such
                  certificates shall be a facsimile, as hereinafter provided)
                  and affix and attest the seal to all other documents to be
                  executed on behalf of the Corporation under its seal;


         (d)      see that the books, reports, statements, certificates and
                  other documents and records required by law to be kept and
                  filed are properly kept and filed; and


         (e)      in general, have all the powers and perform all the duties
                  incident to the office of Secretary and such other duties as
                  from time to time may be assigned to him by the Board of
                  Directors or the President.


The Assistant Secretary or Assistant Secretaries, if any, shall, in the absence
or disability of the Secretary or at his request, perform his duties and
exercise his powers and authority as may be assigned to him by the Board of
Directors or the President.


SECTION 10.       Compensation.


The compensation of all officers of the Corporation shall be fixed from time to
time by the Board of Directors; no officer of the Corporation shall be prevented
from receiving compensation because he is also a Director of the Corporation.


                                   ARTICLE VII


                           CAPITAL STOCK AND DIVIDENDS


SECTION 1.        Stock Certificates for Shares.


Certificates for shares of the capital stock of the Corporation shall be in such
form, not inconsistent with the Certificate of Incorporation, as shall be
approved by the Board of Directors and shall be signed by or in the name of the
corporation by the Chairman or by the President or a Vice President, and by the
Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary,
provided that the signatures of any such officers thereon may be facsimiles. The
seal of the Corporation, if there is one, shall be impressed, by original or by
facsimile, printed or engraved, on all such certificates. A certificate may also
be signed by the transfer agent and a 



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registrar as the Board of Directors may determine, and in such case the
signature of the transfer agent or the registrar may also be facsimile, engraved
or printed. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon such certificate shall have
ceased to be such officer, transfer agent or registrar before such certificate
is issued, it may nevertheless 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 2.        Stock Records.


The Corporation shall keep at such place or places, within or without the State
of Delaware, as the Board of Directors may from time to time determine, the
stock record books in which shall be recorded the number of shares issued, the
names of the owners of the shares, the number owned by them respectively, and
the transfer of such shares with the date of transfer. Blank stock certificate
books shall be kept by the Secretary or by any officer or agent designated by
the Board.


SECTION 3.        Registration of Transfers.


Registration of transfer of certificates representing shares of stock of the
Corporation shall be effected only on the books of the Corporation only upon
authorization by the registered holder thereof, or by his attorney authorized by
power of attorney duly executed and filed with the Secretary or with a
designated transfer agent or transfer clerk, and upon surrender to the
Corporation or any transfer agent of the Corporation of the certificate or
certificates being transferred, which certificate shall be properly endorsed or
accompanied by a duly executed stock transfer power and the payment of all taxes
thereon. Whenever a certificate is endorsed by or accompanied by a stock power
executed by someone other than the person or persons named in the certificate,
evidence of authority to transfer shall also be submitted with the certificate.
Whenever any transfers of shares shall be made for collateral security and not
absolutely, and both the transferor and transferee request the Corporation to do
so, such fact shall be stated in the entry of the transfer.


SECTION 4.        Determination of Stockholders.


Except as otherwise provided by law, the Corporation shall be entitled to
recognize the exclusive right of a person in whose name any share or shares
stand on the record of stockholders as the owner of such share or shares for all
purposes, including, without limitation, the rights to receive dividends or
other distributions, and to vote as such owner, the Corporation may hold any
such stockholder of record liable for calls and assessments and the Corporation
shall not be bound to recognize any equitable or legal claim to or interest in
any such share or shares on the part of any other person whether or not it shall
have express or other notice thereof.


SECTION 5.        Regulations Governing Issuance and Transfers of Shares.


The Board of Directors shall have the power and authority to make all such rules
and regulations, not inconsistent with these By-Laws, as it may deem expedient
concerning the issue, transfer and registration of certificates for shares of
stock of the Corporation. It may appoint, or authorize any officer or officers
to appoint, one or more transfer agents or one or more transfer clerks and one
or more registrars and may require all certificates for shares of stock to bear
the signature or signatures of any of them.


SECTION 6.        Fixing of Record Date.


In order that the Corporation may determine the stockholders of record entitled
to notice of, or to vote at, any meeting of stockholders or any adjournment
thereof, or entitled to express consent to corporate action in writing without a
meeting, or entitled to receive payment of any dividend or 




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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.
Except as otherwise provided by law, the Certificate of Incorporation, these
By-Laws or by resolution of the Board of Directors:


         (1)      The record date for determining stockholders entitled to
                  notice of or to vote at a meeting of stockholders shall be at
                  the close of business on the day next preceding the day on
                  which notice is given, or, if notice is waived, at the close
                  of business on the day next preceding the day on which the
                  meeting is held;


         (2)      The record date for determining stockholders entitled to
                  express consent to corporate action in writing without a
                  meeting, when no prior action by the Board of Directors is
                  necessary, shall be the day on which the first written consent
                  is expressed; and


         (3)      The record date for determining stockholders for any other
                  purpose shall be at the close of business on the day on which
                  the Board adopts the resolution relating thereto.


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 may fix a new record date for the adjourned meeting.


SECTION 7.        Lost, Stolen or Destroyed Stock Certificates.


The holder of any certificates representing shares of stock of the Corporation
shall immediately notify the Corporation of any loss, theft, destruction or
mutilation of such certificate, and the Board of Directors may authorize the
issuance of a new certificate of stock in lieu thereof upon satisfactory proof
of such loss, theft or destruction upon the giving of an open penalty bond with
surety satisfactory to the Treasurer and the Corporation's counsel, to protect
the Corporation or any person injured on account of the alleged loss, theft or
destruction of any such certificate or the issuance of a new certificate from
any liability or expense which it or they may incur by reason of the original
certificates remaining outstanding and upon payment of the Corporation's
reasonable costs incident thereto.


SECTION 8.        Dividends and Reserves.


Subject to the provisions of law or of the Certificate of Incorporation, the
Board of Directors may, out of funds available therefor at any regular or
special meeting, declare dividends upon the capital stock of the Corporation as
and when they deem expedient. Before declaring any dividend there may be set
apart out of any funds of the Corporation available for dividends, such sum or
sums as the Board may from time to time in their discretion deem proper as a
reserve fund for working capital, to meet contingencies, or for equalizing
dividends, or for the purpose of repairing, maintaining or increasing the
property or business of the Corporation, or for such other purposes as the Board
shall deem to be in the best interests of the Corporation. The Board may, in its
discretion, modify or abolish any such reserve at any time.



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<PAGE>   13

                                  ARTICLE VIII


                               GENERAL PROVISIONS


SECTION 1.        Execution of Contracts, Papers and Documents.


Except as otherwise required by law, the Certificate of Incorporation or these
By-Laws, any contract or other instrument may be executed and delivered in the
name and on behalf of the Corporation by such officers or employees of the
Corporation as the Board may from time to time determine, or in the absence of
such determination, by the President. Such authority may be general or confined
to specific instances as the Board may determine. Unless authorized by the Board
or expressly permitted by these By-Laws, no officer or agent or employee shall
have any power or authority to bind the Corporation by any contract or
engagement or to pledge its credit or to incur a pecuniary liability for any
purpose.


SECTION 2.        Voting Shares in Other Corporations.


The Corporation may vote any and all shares of stock and other securities having
voting rights which may at any time and from time to time be held by it in any
other corporation or corporations and such vote may be cast either in person or
by proxy by such officer of the Corporation as the Board of Directors may
appoint or, in the absence of such appointment, by the President or the
Secretary.


SECTION 3.        Checks, Drafts, etc.


All checks, drafts, bills of exchange or other orders for the payment of money
out of the funds of the Corporation, and all notes or other evidences of
indebtedness of the Corporation, shall be signed in the name and on behalf of
the Corporation by such persons and in such manner as shall from time to time be
authorized by the Board.


SECTION 4.        Books, Accounts and Other Records.


Except as otherwise provided by law, the books, accounts and other records of
the Corporation shall be kept at such place or places, within or without the
State of Delaware, as the Board of Directors may from time to time designate.


SECTION 5.        Corporate Seal.


The Board of Directors may provide a suitable seal which shall bear the name of
the Corporation, the year of incorporation and shall include the words
"Corporate Seal, Delaware." Said seal shall be in the custody of the Secretary
of the Corporation, and may provide for one or more duplicates thereof to be
kept in the custody of such other officer or officers of the Corporation as the
Board may prescribe.


SECTION 6.        Fiscal Year.


Following the fiscal year ended September 30, 1997, the fiscal year of the
Corporation shall be a period of twelve (12) calendar months beginning January 1
and ending on December 31 of each year.



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<PAGE>   14

                                   ARTICLE IX


                  TRANSACTIONS WITH DIRECTORS AND OFFICERS; INDEMNIFICATION


SECTION 1.        Affiliated Transactions.


No contract or transaction between the Corporation and one or more of its
directors or officers. or between the Corporation and any other corporation,
partnership, association, or other organization in which one or more of its
Directors or officers are directors or officers or have a financial interest,
shall be void or voidable solely for this reason, or solely because the Director
or officer is present at or participates in the meeting of the Board of
Directors or committee thereof that authorizes the contract or transaction or
solely because his or their votes are counted for such purpose, if:


         (a)      The material facts as to his relationship or interest and as
                  to the contract or transaction are disclosed or are known to
                  the Board of Directors or the committee, and the Board of
                  Directors or committee in good faith authorizes the contract
                  or transaction by the affirmative vote of a majority of the
                  disinterested Directors, even though the disinterested
                  Directors be less than a quorum; or


         (b)      The material facts as to his relationship or interest and as
                  to the contract or transaction are disclosed or are known to
                  the stockholders entitled to vote thereon, and the contract or
                  transaction is specifically approved in good faith by the vote
                  of the stockholders; or


         (c)      The contract or transaction is fair to the Corporation as of
                  the time it is authorized, approved, or ratified by the Board
                  of Directors, a committee thereof, or the stockholders.


SECTION 2.        Determining Quorum.


Common or interested Directors may be counted in determining the presence of a
quorum at a meeting of the Board of Directors or of a committee thereof which
authorized the contract or transaction.


SECTION 3.        Indemnification.


         (a)      Each person who at any time shall serve or shall have served
                  as a director, officer, employee or agent of the Corporation
                  (including any predecessor of the Corporation), or any person
                  who is or was serving at the written request of the
                  Corporation (in accordance with written procedures adopted
                  from time to time by the Board of Directors) as a director,
                  officer, partner, venturer, proprietor, trustee, employee,
                  agent or similar functionary of another foreign or domestic
                  corporation, partnership, joint venture, sole proprietorship,
                  trust, employee benefit plan or other enterprise, shall be
                  entitled to (a) indemnification and (b) the advancement of
                  expenses incurred by such person from the Corporation as, and
                  to the fullest extent, permitted by Section 145 of the
                  Delaware General Corporation Law or any successor statutory
                  provision, as from time to time amended. The foregoing right
                  of indemnification and to the advancement of expenses shall
                  not be deemed exclusive of any other rights to which those to
                  be indemnified may be entitled as a matter of law or under any
                  agreement, vote of stockholders or disinterested directors of
                  the Corporation, or other arrangement.



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<PAGE>   15

         (b)      The Corporation may purchase and maintain insurance or another
                  arrangement on behalf of any person who is or was a director,
                  officer, employee or agent of the Corporation or who is or was
                  serving at the written request of the Corporation as a
                  director, officer, partner, venturer, proprietor, trustee,
                  employee, agent or similar functionary of another foreign or
                  domestic corporation, partnership, joint venture, sole
                  proprietorship, trust, employee benefit plan or other
                  enterprise against any liability asserted against and incurred
                  by such person in such capacity or arising out of such
                  person's status in such capacity, whether or not the
                  Corporation would have the power to indemnify such person
                  against that liability under this Section 3 or the Delaware
                  General Corporation Law.


                                    ARTICLE X


                                    AMENDMENT


The power to adopt, amend or repeal these By-Laws shall be in the stockholders
entitled to vote and may be exercised by the affirmative vote of a majority of
the stock issued and outstanding and entitled to vote thereat at any annual
meeting of the stockholders or at any special meeting thereof if notice of the
proposed amendment or repeal be contained in the notice of such special meeting.
Such power shall also be conferred upon the directors and may be exercised by
the affirmative vote of a majority of the Board at any regular meeting of the
Board or at any special meeting of the Board if notice of the proposed amendment
or repeal be contained in the notice of such special meeting, but the fact that
such power has been so conferred upon the directors shall not divest the
stockholders of the power, nor limit their power to adopt, amend or repeal these
By-Laws.



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