Exhibit 3.2

                                                              AS AMENDED THROUGH
                                                                   June 22, 2000

                                   GTSI CORP.
                         ------------------------------

                            (A Delaware Corporation)
                         ------------------------------

                                     BY-LAWS
                         ------------------------------


                                    ARTICLE I
                                    ---------

                                     Offices

         SECTION 1. Registered Office. The registered office of the Corporation
shall be located in the City of Dover, County of Kent, State of Delaware, and
the name of the resident agent in charge thereof shall be The Corporation Trust
Company.

         SECTION 2. Other Offices. The Corporation may also have offices at such
other places, within or without the State of Delaware, as the Board of Directors
may from time to time appoint or the business of the Corporation may require.

                                   ARTICLE II
                                   ----------

                                      Seal

         The seal of the Corporation shall, subject to alteration by the Board
of Directors, consist of a flat-faced circular die with the word "Delaware,"
together with the name of the Corporation and the year of incorporation, cut or
engraved thereon.

                                   ARTICLE III
                                   -----------

                            Meetings of Stockholders

         SECTION 1. Place of Meeting. Meetings of the stockholders shall be held
either within or without the State of Delaware at such place as the Board of
Directors may fix.

         SECTION 2. Annual Meetings. The annual meeting of stockholders shall be
held on the third Tuesday of June of each year or such other date as the Board
of Directors may set by resolution, at such time as the Board of Directors may
fix.

         SECTION 3. Special Meetings. Special meeting of the stockholders of the
Corporation may be called, for any purpose or purposes, only by (i) the Chairman
of the Board of Directors, (ii) the President or
<PAGE>

(iii) the Board of Directors pursuant to a resolution adopted by a majority of
the total number of authorized director (whether or not there exist any
vacancies in previously authorized directorships at the time any such resolution
is present to the Board of Directors for adoption), and will be held at such
place, on such date, and at such time as the Board of Directors shall fix.

         SECTION 4. Notice. Written or printed notice of every meeting of
stockholders, annual or special, stating the hour, date and place thereof, and
the purpose or purposes in general terms for which the meeting is called shall,
not less than ten (10) and not more than sixty (60) days before such meeting, be
served upon or mailed to each stockholder entitled to vote thereat, at his
address as it appears upon the stock records of the Corporation or, if such
stockholder shall have filed with the Secretary of the Corporation a written
request that notices intended for him be mailed to some other address, then to
the address designated in such request.

         Notice of the hour, date, place and purpose of any meeting of
stockholders may be dispensed with if every stockholder entitled to vote thereat
shall attend either in person or by proxy and shall not object to the holding of
such meeting for lack of proper notice, or if every absent stockholder entitled
to such notice shall in writing, filed with the records of the meeting, either
before or after the holding thereof, waive such notice.

         SECTION 5. Quorum. Except as otherwise provided by law or by the
Certificate of Incorporation, the presence in person or by proxy at any meeting
of stockholders of the holders of a majority of the shares of the capital stock
of the Corporation issued and outstanding and entitled to vote thereat, shall be
requisite and shall constitute a quorum. If two or more classes of stock are
entitled to vote as separate classes upon any question, then, in the case of
each such class, a quorum for the consideration of such question shall, except
as otherwise provided by law or by the Certificate of Incorporation, consist of
a majority in interest of all stock of that class issued, outstanding and
entitled to vote. If a majority or, where a larger quorum is required, such
quorum, shall not be represented at any meeting of the stockholders regularly
called, the holders of a majority of the shares present or represented and
entitled to vote thereat shall have power to adjourn the meeting to another
time, or to another time and place, without notice other than announcement of
adjournment at the meeting, and there may be successive adjournments for like
cause and in like manner until the requisite amount of shares entitled to vote
at such meeting shall be represented; provided, however, that if the adjournment
is for more than thirty (30) days, notice of the hour, date and place of the
adjourned meeting shall be given to each stockholder entitled to vote thereat.
The Chairman of the meeting shall have the power to adjourn any meeting with
respect to any issue or matter, whether or not a quorum is present. At any
adjourned meeting, any business may be transacted which might have been
transacted at the original meeting.

         SECTION 6. Votes, Proxies. At each meeting of stockholders, every
stockholder of record at the closing of the transfer books, if closed, or on the
date set by the Board of Directors for the determination of stockholders
entitled to vote at such meeting, shall have one vote for each share of stock
entitled to vote which is registered in his name on the books of the Corporation
upon any matter properly brought before the meeting. At each such meeting every
stockholder shall be entitled to vote in person, or by proxy appointed by an
instrument in writing subscribed by such stockholder and bearing a date not more
than three (3) years prior to the meeting in question, unless said instrument
provides for a longer period during which it is to remain in force.

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         All elections of directors shall be held by ballot. If the Chairman of
the meeting shall so determine, a vote may be taken upon any other matter by
ballot and shall be so taken upon the request of any stockholder entitled to
vote on such matter.

         At any meeting at which a quorum is present, a plurality of the votes
properly cast for election to fill any vacancy on the Board of Directors shall
be sufficient to elect a candidate to fill such vacancy, and a majority of the
votes properly cast upon any other question shall decide the question, except in
any case where a larger vote is required by law, the Certificate of
Incorporation, these By-Laws, or otherwise.

         SECTION 7. Organization. The Chairman of the Board, if there be one, or
in his absence the President, or in the absence of the Chairman and the
President, a Vice President, shall call meetings of the stockholders to order
and shall act as chairman thereof. The Secretary of the Corporation, if present,
shall act as secretary of all meetings of stockholders, and, in his absence, the
presiding officer may appoint a secretary.

         SECTION 8. Nominations and Stockholder Business. Nominations of persons
for election to the Board of Directors of the Corporation and the proposal of
business to be considered by the stockholders may be made at an annual meeting
of stockholders (a) pursuant to the Corporation's notice of meeting, (b) by or
at the direction of the Board of Directors, or (c) by any stockholder of the
Corporation who was a stockholder of record at the time of giving of notice
provided for in this Section 8, who is entitled to vote at the meeting and who
complied with the notice procedures set forth in this Section 8.

         For nominations or other business to be properly brought before an
annual meeting by a stockholder pursuant to this Section 8, the stockholder must
have given timely notice thereof in writing to the Secretary of the Corporation,
and such business must be a proper subject for stockholder action under the
Delaware General Corporation Law. To be timely, a stockholder's notice shall be
delivered to the Secretary at the principal executive offices of the Corporation
not less than 90 days nor more than 180 days prior to the first anniversary of
the preceding year's annual meeting; provided, however, that in the event that
the date of the annual meeting is advanced by more than 30 days or delayed by
more than 60 days from such anniversary date, notice by the stockholder to be
timely must be so delivered not later than the close of business on the later of
the 90th day prior to such annual meeting or the 10th day following the day on
which public announcement of the date of such meeting is first made. Such
stockholder's notice shall set forth (a) as to each person whom the stockholder
proposes to nominate for election or reelection as a director all information
relating to such person that is required to be disclosed in solicitations of
proxies for election of directors, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended
(the "Exchange Act") (including such person's written consent to being named in
the proxy statement as a nominee and to serving as a director if elected); (b)
as to any other business that the stockholder proposes to bring before the
meeting, a brief description of the business desired to be brought before the
meeting, the reasons for conducting such business at the meeting and any
material interest in such business of such stockholder and the beneficial owner,
if any, on whose behalf the proposal is made; and (c) as to the stockholder
giving the notice and the beneficial owner, if any, on whose behalf the
nomination or proposal is made (i) the name and address of such stockholder, as
they appear on the Corporation's books, and of such beneficial owner, and (ii)
the class and number of shares of the Corporation which are owned beneficially
and of record by such stockholder and such beneficial owner.

         Notwithstanding anything in this Section 8 to the contrary, in the
event that the number of directors to be elected to the Board of Directors of
the Corporation is increased and there is no public announcement specifying the
size of the increased Board of Directors made by the Corporation at least 130
days prior to

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<PAGE>

the first anniversary of the preceding year's annual meeting, a stockholder's
notice required by this Section 9 shall also be considered timely, but only with
respect to nominees for any new positions created by such increase, if it shall
be delivered to the Secretary at the principal executive offices of the
Corporation not later than the close of business on the 10th day following the
day on which such public announcement is first made by the Corporation.

         Only such business shall be conducted at a special meeting of
stockholders as shall have been brought before the meeting pursuant to the
Corporation's notice of meeting. Nominations of persons for election to the
Board of Directors may be made at a special meeting of stockholders at which
directors are to be elected pursuant to the Corporation's notice of meeting (a)
by or at the direction of the Board of Directors or (b) by any stockholder of
the Corporation who is a stockholder of record at the time of giving of notice
provided for in this section, who shall be entitled to vote at the meeting and
who complies with the notice procedures set forth in this section. Nominations
by stockholders of persons for election to the Board of Directors may be made at
such a special meeting of stockholders if the stockholder's notice required by
this section shall be delivered to the secretary at the principal executive
offices of the Corporation not earlier than the 180th day prior to such special
meeting and not later than the close of business on the later of the 90th day
prior to such special meeting or the 10th day following the day on which public
announcement is first made of the date of the special meeting and of the
nominees proposed by the Board of Directors to be elected at such meeting.

         Only such persons who are nominated in accordance with the procedures
set forth in this section shall be eligible for election as directors at any
meeting of stockholders. Only such business shall be conducted at a meeting of
stockholders as shall have been brought before the meeting in accordance with
the procedures set forth in this section. The chairman of the meeting shall have
the power and duty to determine whether a nomination or any business proposed to
be brought before the meeting was made in accordance with the procedures set
forth in this section and, if any proposed nomination or business is not in
compliance with this section, to declare that such defective proposal shall be
disregarded.

         For purposes of this section, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or comparable national news service or in a document publicly filed by the
Corporation with the Securities and Exchange Commission pursuant to Section 9,
13, 14 or 15(d) of the Exchange Act.

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

                                   ARTICLE IV
                                   ----------

                                    Directors

         SECTION 1. Number, Term, Vacancies and Removal. The number of the
Corporation's directors, the term of each director and the removal of any
director shall be determined as set forth in Article EIGHTH of the Corporation's
Certificate of Incorporation.

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<PAGE>

         SECTION 2. Meetings. Meetings of the Board of Directors shall be held
at such place, within or without the State of Delaware, as may from time to time
be fixed by resolution of the Board or by the President and as may be specified
in the notice or waiver of notice of any meeting. Meetings may be held at any
time upon the call of the Chairman of the Board or the President or any two (2)
of the directors in office by oral, telegraphic or written notice, duly served
or sent or mailed to each director not less than twenty-four (24) hours before
such meeting, except that, if mailed, not less than seventy-two (72) hours
before such meeting. Meetings may be held at any time and place without notice
if all the directors are present and do not object to the holding of such
meeting for lack of proper notice or if those not present shall, in writing or
by telegram, waive notice thereof. A regular meeting of the Board may be held
without notice immediately following the annual meeting of stockholders at the
place where such meeting is held. Regular meetings of the Board may also be held
without notice at such time and place as shall from time to time be determined
by resolution of the Board.

         Unless otherwise restricted by the Certificate of Incorporation or
these By-Laws, members of the Board of Directors, or any committee designated by
the Board of Directors, may participate in a meeting of the Board of Directors,
or any committee, by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and such participation in a meeting shall constitute presence in
person at the meeting.

         SECTION 3. Quorum. A majority of the directors shall constitute a
quorum for the transaction of business. If at any meeting of the Board there
shall be less than a quorum present, a majority of those present may adjourn the
meeting from time to time without notice other than announcement of the
adjournment at the meeting, and at such adjourned meeting at which a quorum is
present any business may be transacted which might have been transacted at the
meeting as originally noticed.

         SECTION 4. Action Without Meeting. 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 a written consent thereto is signed by all
members of the Board, or of such committee as the case may be, and such written
consent is filed with the minutes of proceedings of the Board or committee.

         SECTION 5. Compensation. Directors shall receive compensation for their
services, as such, and for service on any Committee of the Board of Directors,
as fixed by resolution of the Board of Directors and for expenses of attendance
at each regular or special meeting of the Board or any Committee thereof.
Nothing in this Section shall be construed to preclude a director from serving
the Corporation in any other capacity and receiving compensation therefor.

                                    ARTICLE V
                                    ---------

                             Committees of Directors

         SECTION 1. Executive Committee. The Board of Directors may appoint an
Executive Committee of two (2) or more members, to serve during the pleasure of
the Board, to consist of such directors as the Board may from time to time
designate. The Board of Directors shall designate the Chairman of the Executive
Committee.

         (a)      Procedure. The Executive Committee shall, by a vote of a
                  majority of its members, fix its own times and places of
                  meeting, determine the number of its members constituting a

                                      -5-
<PAGE>

                  quorum for the transaction of business, and prescribe its own
                  rules of procedure, no change in which shall be made save by a
                  majority vote of its members.

         (b)      Responsibilities. During the intervals between the meetings of
                  the Board of Directors, except as otherwise provided by the
                  Board of Directors in establishing such Committee or
                  otherwise, the Executive Committee shall possess and may
                  exercise all the powers of the Board in the management and
                  direction of the business and affairs of the Corporation;
                  provided, however, that the Executive Committee shall not have
                  the power:

                           (i)      to amend or authorize the amendment of the
                  Certificate of Incorporation or these By-Laws;

                           (ii)     to issue stock;

                           (iii)    to authorize the payment of any dividend;

                           (iv)     to adopt an agreement of merger or
                  consolidation of the Corporation or to recommend to the
                  stockholders the sale, lease or exchange of all or
                  substantially all the property and business of the
                  Corporation; or

                           (v)      to recommend to the stockholders a
                  dissolution of the Corporation.

         (c)      Reports. The Executive Committee shall keep regular minutes of
                  its proceedings, and all action by the Executive Committee
                  shall be reported promptly to the Board of Directors. Such
                  action shall be subject to review, amendment and repeal by the
                  Board, provided that no rights of third parties shall be
                  adversely affected by such review, amendment or repeal.

         (d)      Appointment of Additional Members. In the absence or
                  disqualification of any member of the Executive Committee, the
                  member or members thereof present at any meeting and not
                  disqualified from voting, whether or not constituting 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.

         SECTION 2. Audit Committee. The Board of Directors may appoint an Audit
Committee of two (2) or more members who shall not be officers or employees of
the Corporation to serve during the pleasure of the Board. The Board of
Directors shall designate the Chairman of the Audit Committee.

         (a)      Procedure. The Audit Committee, by a vote of a majority of its
                  members, shall fix its own times and places of meeting, shall
                  determine the number of its members constituting a quorum for
                  the transaction of business, and shall prescribe its own rules
                  of procedure, no change in which shall be made save by a
                  majority vote of its members.

         (b)      Responsibilities. The Audit Committee shall have the authority
                  and responsibility to: (1) select the Company's independent
                  accountants, review reports from accountants and from the
                  Company's financial officers; (2) review transactions relating
                  to officers and directors; (3) assess the Company's quality of
                  financial reporting and accounting principles as it relates to
                  the financial condition of the Company; (4) monitor compliance
                  with applicable laws and regulations that may significantly
                  impact the Company, including Federal

                                      -6-
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                  procurement and employment laws; and (5) monitor compliance
                  with the Company's code of ethical conduct.

         (c)      Reports. The Audit Committee shall keep regular minutes of its
                  proceedings, and all action by the Audit Committee shall, from
                  time to time, be reported to the Board of Directors as it
                  shall direct.

         (d)      Appointment of Additional Members. In the absence or
                  disqualification of any member of the Audit Committee, the
                  member or members thereof present at any meeting and not
                  disqualified from voting, whether or not constituting 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.

         SECTION 3. Other Committees. The Board of Directors, by vote of a
majority of the directors then in office, may at any time appoint one or more
other committees from and outside of its own number. Every such committee must
include at least one member of the Board of Directors. The Board may from time
to time designate or alter, within the limits permitted by law, the Certificate
of Incorporation and this Article, if applicable, the duties, powers and number
of members of such other committees or change their membership, and may at any
time abolish such other committees or any of them.

         (a)      Procedure. Each committee, appointed pursuant to this Section,
                  shall, by a vote of a majority of its members, fix its own
                  times and places of meeting, determine the number of its
                  members constituting a quorum for the transaction of business,
                  and prescribe its own rules of procedure, no change in which
                  shall be made save by a majority vote of its members.

         (b)      Responsibilities. Each committee, appointed pursuant to this
                  Section, shall exercise the powers assigned to it by the Board
                  of Directors in its discretion.

         (c)      Reports. Each committee appointed pursuant to this Section
                  shall keep regular minutes of proceedings, and all action by
                  each such committee shall, from time to time, be reported to
                  the Board of Directors as it shall direct.

         (d)      Appointment of Additional Members. In the absence or
                  disqualification of any member of each committee, appointed
                  pursuant to this Section, the member or members thereof
                  present at any meeting and not disqualified from voting,
                  whether or not constituting 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.

         SECTION 4. Term of Office. Each member of a committee shall hold office
until the first meeting of the Board of Directors following the annual meeting
of stockholders (or until such other time as the Board of Directors may
determine, either in the vote establishing the committee or at the election of
such member or otherwise) and until his successor is elected and qualified, or
until he sooner dies, resigns, is removed, is replaced by change of membership
or becomes disqualified by ceasing to be a Director (where membership on the
Board is required), or until the committee is sooner abolished by the Board of
Directors.
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                                   ARTICLE VI
                                   ----------

                                    Officers

         SECTION 1. Officers. The Board of Directors shall elect a President, a
Secretary and a Chief Financial Officer, and, in their discretion, may elect a
Chairman of the Board, a Chief Executive Officer, one or more Executive Vice
Presidents, Vice Presidents, Assistant Vice Presidents, Assistant Secretaries
and such other officers as deemed necessary or appropriate. The Chief Executive
Officer (in addition to and not in lieu of such authority as is held by the
Board of Directors) may appoint one or more Vice Presidents, Assistant Vice
Presidents, Assistant Secretaries and such other officers as are equal to or
subordinate to such positions as he deems necessary or appropriate. Each officer
shall hold office for the term provided by the vote of the Board, or, with
respect to those officers he has authority to appoint and has in fact appointed,
for the term designated by the Chief Executive Officer, except that each officer
will be subject to removal from office in the discretion of the Board or the
Chief Executive Officer, as the case may be, as provided herein. The powers and
duties of more than one office may be exercised and performed by the same
person.

         SECTION 2. Vacancies. Any vacancy in any office may be filled for the
unexpired portion of the term by the Board of Directors, at any regular or
special meeting.

         SECTION 3. Chairman of the Board. The Chairman of the Board of
Directors, if elected, shall be a member of the Board of Directors and shall
preside at its meetings. He shall advise and counsel with the President, and
shall perform such duties as from time to time may be assigned to him by the
Board of Directors. The Board of Directors may also elect a Vice Chairman of the
Board who, if elected, shall be a member of the Board of Directors and may
preside at its meetings. Any person occupying the position or having the title
of Chairman of the Board or Vice Chairman of the Board shall not, merely in such
capacity or because of such title, be either an officer or employee of the
Corporation unless the Board duly adopts a resolution with respect to such
person subsequent to his/her election to such position specifically designating
such position as an officer and/or employee position specifically with respect
to such person.

         SECTION 4. Chief Executive Officer. Subject to such supervisory powers,
if any, as may be given by the Board of Directors to the Chairman of the Board,
if there be such an officer, and subject to the control of the Board of
Directors, the Chief Executive Officer of the Corporation, if there be such an
officer, shall have general supervision, direction and control of the business
and officers of the Corporation. Subject to the Board of Directors, the Chief
Executive Officer shall be the final arbiter in all differences between the
officers of the Corporation and his decision as to any matter affecting the
Corporation shall be final and binding as between the officers of the
Corporation. The Chief Executive Officer shall preside at all meetings of the
shareholders and, in the absence of the Chairman of the Board, or if there be
none, at all meetings of the Board of Directors. The Chief Executive Officer
shall have the general powers and duties of management usually vested in the
office of chief executive officer of a corporation and shall have such other
powers and perform such other duties as may be assigned to him from time to time
by the Board of Directors or prescribed by the By-Laws.

         SECTION 5. President. Subject to the control of the Board of Directors
and the Chief Executive Officer of the Corporation, if there be such an officer,
the President of the Corporation shall have such general powers and duties of
management as may be assigned to him from time to time by the Board of Directors
or the Chief Executive Officer of the Corporation or prescribed by the By-Laws.
In the absence or disability of the Chief Executive Officer, or if there be
none, the President shall perform all the duties of

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<PAGE>

the Chief Executive Officer, and when so acting shall have all the powers of,
and be subject to all the restrictions upon, the Chief Executive Officer.

         SECTION 6. Executive Vice Presidents, Vice Presidents and Other
Officers. Each Executive Vice President, Vice President, Assistant Vice
President, Assistant Secretary and such other officers as may be duly elected or
appointed under these By-Laws shall have and exercise such powers and shall
perform such duties as from time to time may be assigned to him by the Board of
Directors, the Chief Executive Officer or the President.

         SECTION 7. Secretary. The Secretary shall keep the minutes of all
meetings of the stockholders and of the Board of Directors in books provided for
the purpose; he shall see that all notices are duly given in accordance with the
provisions of law and these By-Laws; he shall be custodian of the records and of
the corporate seal or seals of the Corporation; he shall see that the corporate
seal is affixed to all documents the execution of which, on behalf of the
Corporation under its seal, is duly authorized, and, when the seal is so
affixed, he may attest the same; he may sign, with the Chief Executive Officer,
President, an Executive Vice President or a Vice President, certificates of
stock of the Corporation; and, in general, he shall perform all duties incident
to the office of secretary of a corporation, and such other duties as from time
to time may be assigned to him by the Board of Directors.

         SECTION 8. Assistant Secretaries. The Assistant Secretaries in order of
their seniority shall, in the absence or disability of the Secretary, perform
the duties and exercise the powers of the Secretary and shall perform such other
duties as the Board of Directors shall prescribe or as from time to time may be
assigned by the Secretary.

         SECTION 9. Chief Financial Officer. The Chief Financial Officer of the
Corporation shall keep and maintain, or cause to be kept and maintained,
adequate and correct accounts of the properties and business transactions of the
Corporation, including accounts of its assets, liabilities, receipts,
disbursements, gains, losses, capital, surplus, and shares. The books of account
shall at all reasonable times be open to inspection by any director. The Chief
Financial Officer shall deposit all monies and other valuables in the name and
to the credit of the Corporation with such depositaries 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, shall render to the President and directors,
whenever they request it, an account of all his transactions as Chief Financial
Officer and of the financial condition of the Corporation, and shall have such
other powers and perform such other duties as may be prescribed by the Board of
Directors of the By-Laws.

         SECTION 10. Subordinate Officers. The Board of Directors may appoint
such subordinate officers as it may deem desirable. Each such officer shall hold
office for such period, have such authority and perform such duties as the Board
of Directors may prescribe. The Board of Directors may, from time to time,
authorize any officer to appoint and remove subordinate officers and to
prescribe the powers and duties thereof.

         SECTION 11. Compensation. The Board of Directors shall fix the
compensation of all officers of the Corporation. It may authorize any officer,
upon whom the power of appointing subordinate officers may have been conferred,
to fix the compensation of such subordinate officers, in conjunction with the
Chairperson of the Compensation Committee, as the case may be.

         SECTION 12. Removal. Any officer of the Corporation may be removed,
with or without cause, by action of the Board of Directors or the Chief
Executive Officer.

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<PAGE>

         SECTION 13. Bonds. The Board of Directors may require any officer of
the Corporation to give a bond to the Corporation, conditional upon the faithful
performance of his duties, with one or more sureties and in such amount as may
be satisfactory to the Board of Directors.

                                   ARTICLE VII
                                   -----------

                              Certificates of Stock

         SECTION 1. Form and Execution of Certificates. The interest of each
stockholder of the Corporation shall be evidenced by a certificate or
certificates for shares of stock in such form as the Board of Directors may from
time to time prescribe. The certificates of stock of each class shall be
consecutively numbered and signed by the President, an Executive Vice President
or a Vice President and by the Secretary, an Assistant Secretary, the Treasurer
or an Assistant Treasurer of the Corporation, and may be countersigned and
registered in such manner as the Board of Directors may by resolution prescribe,
and shall bear the corporate seal or a printed or engraved facsimile thereof.
Where any such certificate is signed by a transfer agent or transfer clerk
acting on behalf of the Corporation, the signatures of any such President,
Executive Vice President, Vice President, Treasurer, Assistant Treasurer,
Secretary or Assistant Secretary may be facsimiles, engraved or printed. In case
any officer or officers, who shall have signed, or whose facsimile signature or
signatures shall have been used on, any such certificate or certificates, shall
cease to be such officer or officers, whether because of death, resignation or
otherwise, before such certificate or certificates shall have been delivered by
the Corporation, such certificate or certificates may nevertheless be issued and
delivered by the Corporation as though the person or persons who signed such
certificate or certificates or whose facsimile signature or signatures shall
have been used thereon had not ceased to be such officer or officers.

         In case the corporate seal which has been affixed to, impressed on, or
reproduced in any such certificate or certificates shall cease to be the seal of
the Corporation before such certificate or certificates have been delivered by
the Corporation, such certificate or certificates may nevertheless be issued and
delivered by the Corporation as though the seal affixed thereto, impressed
thereon or reproduced therein had not ceased to be the seal of the Corporation.

         Every certificate for shares of stock which are subject to any
restriction on transfer pursuant to law, the Certificate of Incorporation, these
By-Laws, or any agreement to which the Corporation is a party, shall have the
restriction noted conspicuously on the certificate, and shall also set forth, on
the face or back, either the full text of the restriction or a statement of the
existence of such restriction and (except if such restriction is imposed by law)
a statement that the Corporation will furnish a copy thereof to the holder of
such certificate upon written request and without charge.

         Every certificate issued when the Corporation is authorized to issue
more than one class or series of stock shall set forth on its face or back
either the full text of the preferences, voting powers, qualifications, and
special and relative rights of the shares of each class and series authorized to
be issued, or a statement of the existence of such preferences, powers,
qualifications and rights, and a statement that the Corporation will furnish a
copy thereof to the holder of such certificate upon written request and without
charge.

         SECTION 2. Transfer of Shares. The shares of the stock of the
Corporation shall be transferred on the books of the Corporation by the holder
thereof in person or by his attorney lawfully constituted, upon surrender for
cancellation of certificates for the same number of shares, with an assignment
and power of

                                      -10-
<PAGE>

transfer endorsed thereon or attached thereto, duly executed, with such proof or
guaranty of the authenticity of the signature as the Corporation or its agents
may reasonably require. The Corporation shall be entitled to treat the holder of
record of any share or shares of stock as the holder in fact thereof and
accordingly shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person whether or not
it shall have express or other notice thereof, save as expressly provided by law
or by the Certificate of Incorporation. It shall be the duty of each stockholder
to notify the Corporation of his post office address.

         SECTION 3. Closing of Transfer Books. The stock transfer books of the
Corporation may, if deemed appropriate by the Board of Directors, be closed for
such length of time not exceeding fifty (50) days as the Board may determine,
preceding the date of any meeting of stockholders or the date for the payment of
any dividend or the date for the allotment of rights or the date when any
issuance, change, conversion or exchange of capital stock shall go into effect,
during which time no transfer of stock on the books of the Corporation may be
made.

         SECTION 4. Dates of Record. If deemed appropriate, the Board of
Directors may fix in advance a date for such length of time not exceeding sixty
(60) days (and, in the case of any meeting of stockholders, not less than ten
(10) days) as the Board may determine, preceding the date of any meeting of
stockholders, or the date for the payment of any dividend, or the date for the
allotment of rights or the date when any issuance, change, conversion or
exchange of capital stock shall go into effect, as a record date for the
determination of the stockholders entitled to notice of, and to vote at, any
such meeting or entitled to receive payment of any such dividend or to any such
allotment of rights, or to exercise the rights in respect of any such issuance,
change, conversion or exchange of capital stock, as the case may be, and in such
case only such stockholders as shall be stockholders of record on the date so
fixed shall be entitled to such notice of, and to vote at, such meeting, or to
receive payment of such dividend, or to receive such allotment of rights, or to
exercise such rights, as the case may be, notwithstanding any transfer of any
stock on the books of the Corporation after any record date fixed as aforesaid.
If no such record date is so fixed, the record date shall be determined by
applicable law.

         SECTION 5. Lost or Destroyed Certificates. In case of the loss or
destruction of any certificate of stock, a new certificate may be issued under
the following conditions:

         (a)      The owner of said certificate shall file with the Secretary or
                  any Assistant Secretary of the Corporation an affidavit giving
                  the facts in relation to the ownership, and in relation to the
                  loss or destruction of said certificate, stating its number
                  and the number of shares represented thereby; such affidavit
                  shall be in such form and contain such statements as shall
                  satisfy the President, any Executive Vice President, Vice
                  President, the Secretary, any Assistant Secretary, the
                  Treasurer or any Assistant Treasurer, that said certificate
                  has been accidentally destroyed or lost, and that a new
                  certificate ought to be issued in lieu thereof. Upon being so
                  satisfied, any such officer shall require such owner to
                  furnish the Corporation a bond in such penal sum and in such
                  form as he may deem advisable, and with a surety or sureties
                  approved by him, to indemnify and save harmless the
                  Corporation from any claim, loss, damage or liability which
                  may be occasioned by the issuance of a new certificate in lieu
                  thereof. Upon such bond being so filed, a new certificate for
                  the same number of shares shall be issued to the owner of the
                  certificate so lost or destroyed; and the transfer agent and
                  registrar, if any, of stock shall countersign and register
                  such new certificate upon receipt of a written order signed by
                  any such officer, and thereupon the Corporation will save
                  harmless said transfer agent and registrar in the premises. In
                  case of the surrender of the original

                                      -11-
<PAGE>

                  certificate, in lieu of which a new certificate has been
                  issued, or the surrender of such new certificate, for
                  cancellation, the bond of indemnity given as a condition of
                  the issue of such new certificate may be surrendered; or

         (b)      The Board of Directors of the Corporation may by resolution
                  authorize and direct any transfer agent or registrar of stock
                  of the Corporation to issue and register respectively from
                  time to time without further action or approval by or on
                  behalf of the Corporation new certificates of stock to replace
                  certificates reported lost, stolen or destroyed upon receipt
                  of an affidavit of loss and bond of indemnity in form and
                  amount and with surety satisfactory to such transfer agent or
                  registrar in each instance or upon such terms and conditions
                  as the Board of Directors may determine.

                                  ARTICLE VIII
                                  ------------

                             Execution of Documents

         SECTION 1. Execution of Checks, Notes, etc. All checks and drafts on
the Corporation's bank accounts and all bills of exchange and promissory notes,
and all acceptances, obligations and other instruments for the payment of money,
shall be signed by such officer or officers, or agent or agents, as shall be
thereunto authorized from time to time by the Board of Directors, which may in
its discretion authorize any such signatures to be facsimile.

         SECTION 2. Execution of Contracts, Assignments, etc. Unless the Board
of Directors shall have otherwise provided generally or in a specific instance,
all contracts, agreements, endorsements, assignments, transfers, stock powers,
or other instruments shall be signed by the President, any Executive Vice
President, any Vice President, the Secretary, any Assistant Secretary, the
Treasurer or any Assistant Treasurer. The Board of Directors may, however, in
its discretion, require any or all such instruments to be signed by any two or
more of such officers, or may permit any or all of such instruments to be signed
by such other officer or officers, agent or agents, as it shall be thereunto
authorize from time to time.

         SECTION 3. Execution of Proxies. The President, any Executive Vice
President or any Vice President, and the Secretary, the Treasurer, any Assistant
Secretary or any Assistant Treasurer, or any other officer designated by the
Board of Directors, may sign on behalf of the Corporation proxies to vote upon
shares of stock of other companies standing in the name of the Corporation.

                                   ARTICLE IX
                                   ----------

                               Inspection of Books

         The Board of Directors shall determine from time to time whether, and
if allowed, to what extent and at what time and places and under what conditions
and regulations, the accounts and books of the Corporation (except such as may
by law be specifically open to inspection) or any of them, shall be open to the
inspection of the stockholders, and no stockholder shall have any right to
inspect any account or book or document of the Corporation, except as conferred
by the laws of the State of Delaware, unless and until authorized so to do by
resolution of the Board of Directors or of the stockholders of the Corporation.

                                      -12-
<PAGE>

                                    ARTICLE X
                                    ---------

                                   Fiscal Year

         The fiscal year of the Corporation shall be determined from time to
time by vote of the Board of Directors.

                                   ARTICLE XI
                                   ----------

                                   Amendments

         These Bylaws may be altered or amended or new Bylaws adopted by the
affirmative vote of a majority of all voting power of all of the then
outstanding voting stock of the Corporation. The Board of Directors shall also
have the power to adopt, amend or repeal the Bylaws.

                                   ARTICLE XII
                                   -----------

                                 Indemnification

         SECTION 1. Indemnification.
                    ---------------

         (a)      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
completed action, suit or proceeding or investigation, whether civil, criminal,
administrative or investigative and whether external or internal to the
Corporation (other than a judicial action or suit brought by or in the right of
the Corporation) by reason of the fact that he or she is or was a director,
officer or employee of the Corporation, or that, being or having been such a
director, officer, or employee, he or she is or was serving at the request of
the Corporation as a director, officer, employee, trustee or agent of another
corporation, partnership, joint venture, trust or other enterprise (all such
persons being referred to hereafter as an "Agent"), against expenses (including
attorneys' fees) judgments, fines and amounts paid in settlement actually and
reasonably incurred by him or her in connection with such action, suit or
proceeding, or any appeal therein, if such person acted in good faith and in a
manner he or she 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 such conduct was unlawful. The
termination of any action, suit or proceeding -- whether 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 or she 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 reasonable cause to believe that his or her
conduct was unlawful.

         (b)      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
completed judicial action or suit by or in the right of the Corporation to
procure a judgment in its favor by reason of the fact that he or she is or was
an Agent (as defined above) against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense,
settlement or appeal 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

                                      -13-
<PAGE>

been adjudged to be liable to the Corporation in the performance of his or her
duty 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 other such court
shall deem proper.

         (c)      Notwithstanding the other provisions of this Article, to the
extent that an Agent has been successful on the merits or otherwise, including,
without limitation, the dismissal of an action without prejudice or the
settlement of an action without admission of liability, in defense of any
action, suit or proceeding referred to in this Section or in defense of any
claim, issue or matter therein or on appeal from any such action, suit,
proceeding, claim or matter, he or she shall be indemnified against all expenses
incurred in connection therewith.

         (d)      Any indemnification provided pursuant to this Section 1 shall
be paid promptly, and in any event within sixty (60) days of the final
disposition of the action, suit or proceeding, upon the written request of the
Agent, unless with respect to claims for indemnification under Paragraphs (a) or
(b) of this Section, a determination is reasonably and promptly made by the
Board of Directors by a majority vote of a quorum of disinterested directors
that such Agent acted in a manner set forth in such Paragraphs as to justify the
Corporation's not indemnifying the Agent.

         SECTION 2. Authorization. Any indemnification under Section 1 of this
Article (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 of this
Article. Such determination shall be made: (a) by the Board of Directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (b) 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 (c) by the stockholders.

         SECTION 3. Expense Advance. Costs, charges and expenses (including
attorneys' fees) incurred by or on behalf of a director or officer in defending
any action, suit, proceeding or investigation or any appeal therefrom shall be
paid by the Corporation in advance of the final disposition of such matter, and
in any event within sixty (60) days of the receipt by the Corporation of a
demand therefor, upon receipt of an undertaking by or on behalf of such director
or officer to repay the amount of all such advances if it shall be ultimately
determined that he or she is not entitled to be indemnified by the Corporation
as authorized in this Article. Such expenses incurred by employees and agents of
the Corporation who are not officers, directors or employees may be so paid upon
such terms and conditions, if any, as the Board of Directors deems appropriate.

         SECTION 4. Nonexclusivity. The rights provided by this Article shall
not be deemed exclusive of, and shall not affect, any other rights to which
those seeking indemnification or advancement of expenses may be entitled under
any law, By-Law, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his or her official capacity and as to action in
another capacity while holding such office. All rights to indemnification under
this Article shall be deemed to be provided by a contract between the
Corporation and the Agent who serves in such capacity at any time while these
By-Laws and other relevant provisions of the Delaware General Corporation Law
and other applicable law, if any, are in effect. Any repeal or modification
thereof shall not affect any rights or obligations then existing.

                                      -14-
<PAGE>

         SECTION 5. Insurance. The Corporation shall have power to 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. The
Corporation may create a trust fund, grant a security interest or use other
means (including, without limitation, a letter of credit) to ensure the payment
of such sums as may become necessary to effect indemnification as provided
herein.

         SECTION 6. "The Corporation." For the purposes of this Article,
references to "the Corporation" include any constituent corporation absorbed in
a consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers and employees
or agents, as well as the resulting or surviving corporation, so that any person
who is or was a director, officer, employee or trustee of such a constituent
corporation or who, being or having been such a director, officer, employee or
trustee, is or was serving at the request of such constituent corporation as
director, officer, employee, or trustee of another corporation, partnership,
joint venture, trust or other enterprise shall stand in the same position under
the provisions of this Article with respect to the resulting or surviving
corporation as such person would have stood with respect to such a constituent
corporation if its separate existence had continued.

         SECTION 7. "Other Enterprises." For purposes of this Article,
references to "other enterprise" shall include employee benefit plans;
references to "fines" shall include any excise taxes assessed on a person with
respect to any employee benefit plan; and references to "serving at the request
of the corporation" shall include any service of an Agent which imposes duties
on, or involves services by, such Agent with respect to any employee benefit
plan, its participants, or beneficiaries; and a person who acted in good faith
and in a manner he or she reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall be deemed to
have acted in a manner "not opposed to the best interests of the Corporation" as
referred to in this Article.

         SECTION 8. Benefit. The rights provided by, or granted pursuant to,
this Article shall, unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be an Agent and shall inure to the
benefit of the heirs, executors and administrators of such a person. Such rights
shall be enforceable by the Agent in any court of competent jurisdiction, if the
board or independent legal counsel denies Agent's claim, in whole or in part, or
if no disposition of such claim is made within the respective time periods
provided by this Article. Agent's costs and expenses incurred in connection with
successfully establishing, in whole or in part, his or her right to such
indemnification or advancements in any such proceeding shall also be indemnified
by the Corporation. If this Article or any portion thereof shall be invalidated
on any ground by any court of competent jurisdiction, then the Corporation shall
nevertheless indemnify each Agent as to expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement with respect to any action,
suit, appeal, proceeding or investigation, whether civil, criminal or
administrative, and whether internal or external, including a grand jury
proceeding and an action or suit brought by or in the right of the Corporation,
to the full extent permitted by any applicable portion of this Article that
shall not have been invalidated, or by any other applicable law.

         SECTION 9. Amendment. Notwithstanding any other provision of these
By-Laws, this Article XII may be altered, amended or repealed by the Board of
Directors only pursuant to the affirmative vote of 80 percent or more of all
members of the board in office at the time of such alteration, amendment or
repeal.

                                      -15-