<PAGE>
                                                                     EXHIBIT 3.2





                                     BY-LAWS

                                       OF

                               RIVIANA FOODS INC.




<PAGE>



                                TABLE OF CONTENTS


<Table>
<S>                                                                                                              <C>
ARTICLE I
         Offices..................................................................................................1

ARTICLE II
         Stockholders' Meetings...................................................................................1

ARTICLE III
         Directors................................................................................................5
         Meetings of the Board of Directors.......................................................................6
         Committees of Directors..................................................................................8
         Compensation of Directors...............................................................................12
         Resignation of Directors................................................................................12

ARTICLE IV
         Notices.................................................................................................12

ARTICLE V
         Officers................................................................................................13
         Chairman of the Board...................................................................................14
         Vice Chairman of the Board..............................................................................14
         The President...........................................................................................15
         The Vice Presidents.....................................................................................15
         The Secretary and Assistant Secretary...................................................................15
         The Treasurer and Assistant Treasurers..................................................................16

ARTICLE VI
         Certificates for Shares.................................................................................17
         Lost Certificates.......................................................................................18
         Transfer of Stock.......................................................................................19
         Fixing Record Date......................................................................................19
         Registered Stockholders.................................................................................19

ARTICLE VII
         General Provisions - Dividends..........................................................................20
         Annual Statement........................................................................................20
         Checks..................................................................................................20
         Fiscal Year.............................................................................................21
         Seal....................................................................................................21
</Table>


<PAGE>


<Table>
<S>                                                                                                              <C>
ARTICLE VIII
         Indemnification.........................................................................................21
         Authorization of Indemnification of Directors and Others................................................21
         Method of Determining Eligibility for Indemnification...................................................23
         Limitations on Indemnification..........................................................................23
         Effect of Indemnitee Success in Defending Suits.........................................................24
         Right of Indemnity as a Contract Right..................................................................24
         Notification By Indemnitee to Corporation of Suit.......................................................25
         Advancement of Expenses and Conduct of Litigation.......................................................25
         Enforcement of Indemnity Claim Against Corporation......................................................27
         Settlements.............................................................................................28
         Indemnification Rights Under Article VIII Not Exclusive.................................................29
         Corporation's Additional Rights to Indemnify............................................................29
         D & O Insurance.........................................................................................29
         Definition of Applicable Law............................................................................30
         Amendments..............................................................................................30
         Severability............................................................................................30
         Gender..................................................................................................31

ARTICLE IX
         Amendments..............................................................................................31
</Table>



<PAGE>


                                    * * * * *

                                   BY-LAWS OF

                               RIVIANA FOODS INC.

                                    * * * * *

                                    ARTICLE I

                                     OFFICES

         Section 1. The registered office of the corporation in the State of
Delaware shall be at 1209 Orange Street in the City of Wilmington, County of New
Castle, State of Delaware, and the name of the resident agent in charge thereof
is the Corporation Trust Company.

         Section 2. The corporation may also have offices at such other places
both within and without the State of Delaware as the board of directors may from
time to time determine or the business of the corporation may require.

                                   ARTICLE II

                             STOCKHOLDERS' MEETINGS

         Section 1. All meetings of the stockholders for the election of
directors shall be held at such place either within or without the State of
Delaware as shall be designated from time to time by the board of directors and
stated in the notice of the meeting. Meetings of stockholders for any other
purpose may be held at such time and place, within or without the State of
Delaware, as shall be stated in the notice of the meeting or in a duly executed
waiver of notice thereof.

         Section 2. Annual meetings of stockholders, shall be held on the third
Wednesday of October (if a legal holiday, then on the next business day that is
not a legal holiday) at 9 a.m., or at such other date and time as shall be
designated from time to time by the board of directors and


<PAGE>


stated in the notice of the meeting, at which the stockholders shall elect
directors by a plurality vote and transact such other business as may properly
be brought before the meeting in accordance with these by-laws.

         Section 3. Written notice of the annual meeting stating the place, date
and hour of the meeting shall be given to each stockholder entitled to vote at
such meeting not less than ten nor more than sixty days before the date of the
meeting.

         Section 4. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.

         Section 5. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called only by the chairman of the board or president and
shall be called by the chairman of the board, president, or secretary at the
request in writing of a majority of the board of directors.

         Section 6. Written notice of a special meeting stating the place, date,
and hour of the meeting and the purpose or purposes for which the meeting is
called, shall be given not less than ten nor more than sixty days before the
date of the meeting, to each stockholder entitled to vote at such meeting.


                                       2
<PAGE>


         Section 7. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice of the meeting. No
stockholder may present any proposal at any special meeting of stockholders or
require the corporation to call a special meeting of stockholders or require the
corporation to include any stockholder proposal in the notice of a special
meeting of stockholders, except as otherwise required by law.

         Section 8. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
certificate of incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified. If the adjournment is for more than thirty days, or if after
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 9. When a quorum is present at any meeting, the persons
receiving a plurality of votes shall be elected as directors. For all other
matters, the vote of the holders of a majority of the stock having voting power
present in person or represented by proxy shall decide any question brought
before such meeting, unless the question is one upon which by express provision
of the statutes or of the certificate of incorporation or these by-laws, a
different vote is required in


                                       3
<PAGE>


which case such express provision shall govern and control the decision of such
question.

         Section 10. Unless otherwise provided in the certificate of
incorporation each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such stockholder, but no proxy shall be voted on
after three years from its date, unless the proxy provides for a longer period.

         Section 11. Prior to each meeting of stockholders, the board of
directors shall appoint one or more inspectors to act at the meeting and make a
written report thereof. If no inspector is able to act at a meeting of
stockholders, the person presiding at the meeting shall appoint one or more
inspectors to act at the meeting. Each inspector shall take and sign an oath to
execute the duties of inspector. The inspector(s) shall: (a) ascertain the
number of shares outstanding and the voting power of each, (b) determine the
shares represented at a meeting and the validity of proxies and ballots, (c)
count all votes and ballots, (d) determine and retain for a reasonable period a
record of the disposition of any challenges made to any determination made by
the inspectors, and (e) certify the determination of the number of shares
represented at the meeting and the count of all votes and ballots.

         Section 12. No stockholder may present any proposal for action at an
annual meeting of stockholders (including a nomination of a candidate for
election as a director) unless at the time he submits the proposal the
stockholder (i) is a record or beneficial owner of at least $2,000 in market
value of stock, or 1% of the corporation's outstanding securities, entitled to
be voted on the proposal at the meeting, (ii) has held such stock for at least
one year, and (iii) continues to hold such stock through the date on which the
meeting is held. No stockholder may present more than one proposal for action at
any annual meeting of stockholders. No stockholder may present


                                       4
<PAGE>


any proposal for action at an annual meeting of stockholders that the board of
directors would be entitled to omit from its form of proxy under Rule 14a-8
promulgated by the Securities and Exchange Commission ("SEC") under the
Securities Exchange Act of 1934, as amended (the "1934 Act") as such rule stands
at the time the proposal is submitted, assuming the common stock of the
corporation were (or is at the time) registered under section 12 of the 1934
Act.

         No stockholder may nominate any candidate for election as a director at
an annual meeting of stockholders unless the nomination is accompanied by (i) a
written description of the candidate's qualifications to serve as a director,
including all information specified in paragraphs (e) and (f) of Item 401 of
Regulation S-K promulgated by the SEC under the 1934 Act, and (ii) a written
undertaking by the nominee to serve if elected.

         No proposal by a stockholder for action at an annual meeting of
stockholders (including a nomination of a candidate for election as a director)
may be presented at the meeting unless it was received at the corporation's
principal business office not less than 120 calendar days in advance of the date
of the corporation's notice sent to stockholders for the previous year's annual
meeting of stockholders.

                                   ARTICLE III

                                    DIRECTORS

         Section 1. The business of the corporation shall be managed by or under
the direction of its board of directors which may exercise all such powers of
the corporation and do all such lawful acts and things as are not by statute or
by the certificate of incorporation or by these by-laws directed or required to
be exercised or done by the stockholders. Directors need not be stockholders.


                                       5
<PAGE>


         Section 2. The number of directors which shall constitute the whole
board shall not be less than three (3) nor more than twenty-one (21), the number
to be determined from time to time by the board of directors. Each director
shall hold office until the next annual meeting of the stockholders following
his election, and until his successor is duly elected and qualified, or until
his earlier death, resignation or removal. Directors shall be elected annually
by the stockholders entitled to vote at the annual meeting.

         Section 3. Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, though less than a quorum, or by a sole remaining
director, and the directors so chosen shall hold office until the expiration of
their term of office and until their successors are duly elected and shall
qualify.

                       MEETINGS OF THE BOARD OF DIRECTORS

         Section 4. The board of directors of the corporation may hold meetings,
both regular and special, either within or without the State of Delaware.

         Section 5. The first meeting of each newly elected board of directors
shall be held at such time and place as shall be fixed by the vote of the
stockholders at the annual meeting and no notice of such meetings shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event of the failure of the
stockholders to fix the time or place of such first meeting of the newly created
board of directors, or in the event such meeting is not held at the time and
place so fixed by the stockholders, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the board of directors, or as shall be specified in a
written waiver signed by all of the directors.


                                       6
<PAGE>


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

         Section 7. Special meetings of the board may be called by the chairman
of the board or president on one (1) days' notice to each director, either
personally, by mail or courier, or by facsimile transmission; special meetings
shall be called by the chairman of the board, president, or secretary in like
manner and on like notice on the written request of two directors unless the
board consists of only one director; in which case special meetings shall be
called by the chairman of the board, president, or secretary in like manner and
on like notice on the written request of the sole director.

         Section 8. At all meetings of the board, a majority of the total number
of directors constituting the entire board of directors shall constitute a
quorum for the transaction of business and the act of a majority of the
directors present at any meeting at which there is a quorum shall be the act of
the board of directors, except as may be otherwise specifically provided by
statute or by the certificate of incorporation. If a quorum shall not be present
at any meeting of the board of directors, the directors present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.

         Section 9. Unless otherwise restricted by the certificate of
incorporation or these by-laws, any action required or permitted to be taken at
any meeting of the board of directors or of any committee thereof may be taken
without a meeting, if all members of the board or committee, as the case may be,
consented thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the board or committee.

         Section 10. 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


                                       7
<PAGE>


telephone or other 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.

                             COMMITTEES OF DIRECTORS

         Section 11. The board of directors may, by resolution passed by a
majority of the whole board, designate one or more committees, each committee to
consist of one or more of the directors of the corporation. The board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee.

         In the absence or disqualification of a member of a 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
such absent or disqualified member.

         Any such committee, to the extent provided in the resolution of the
board of directors, shall have and may exercise all the powers and authority of
the board of directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require it; but no such committee shall have the power or
authority in reference to amending the certificate of incorporation, (except
that a committee may, to the extent authorized in the resolution or resolutions
providing for the issuance of shares of stock adopted by the board of directors
as provided in Section 151(a) fix any of the preferences or rights of such
shares relating to dividends, redemption, dissolution, any distribution of
assets of the corporation or the conversion into, or the exchange of such shares
for, shares of any other class or classes or any other series of the same or any
other class or classes of stock of


                                       8
<PAGE>


the corporation) adopting an agreement of merger or consolidation, recommending
to the stockholders the sale, lease or exchange of all or substantially all of
the corporation's property and assets, recommending to the stockholders a
dissolution of the corporation or a revocation of a dissolution, or amending the
by-laws of the corporation; and, unless the resolution expressly so provides, no
such committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock or to adopt a certificate of ownership and
merger. Such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the board of directors.

         Section 12. Each committee shall keep regular minutes of its meetings
and report the same to the board of directors when required. Each committee
shall elect a chairman to serve for such term as it may determine, shall set its
own rules of procedure, and shall meet at such times and places and upon such
call or notice from the chairman of the board of directors or the chairman of
the committee. At each meeting of a committee, a majority of the total members
of the committee, whether regular or alternate members, shall constitute a
quorum for the transaction of business and the act of a majority of the members
of the committee, whether regular or alternate members, present at any meeting
at which there is a quorum shall be the act of the committee.

         Section 13. The board of directors shall have a standing committee to
be known as the Audit Committee, which shall be composed of not less than three
nor more than five directors who are neither officers nor employees of the
corporation. The members of the Audit Committee shall be independent directors,
each of whom is able to read and understand financial statements, including the
balance sheet, income statement and cash flow statement, or will become able to
do so within a reasonable period of time after appointment to the Audit
Committee. At least one


                                       9
<PAGE>


member of the Audit Committee shall have past employment experience in finance
or accounting, requisite professional certification in accounting, or any other
comparable experience or background which results in the individual's financial
sophistication. It shall be the duty of the Audit Committee (a) to identify
annually and recommend to the board of directors a firm of independent public
accountants of recognized standing for selection as the principal accountant to
audit the corporation's financial statements for the next ensuing fiscal year,
(b) to meet not less often than quarterly with the corporation's independent
accountant to review the scope of their audit, the terms of their engagement and
their compensation, matters possibly requiring financial statement disclosure,
management's interim and annual discussion and analysis of financial condition
and results of operations, and the accountant's findings with respect to
internal controls, (c) to meet periodically with the corporation's internal
auditor for the purpose of reviewing his reports, and (d) to review and oversee
all material transactions and material proposed transactions between the
corporation and one or more of its directors or executive officers, or their
respective affiliates, with a view to assuring that all such transactions are or
will be (i) on terms no less favorable to the corporation than would be
available with unrelated third parties, and (ii) ratified by a majority of the
independent directors who have no interest in such transactions. The Audit
Committee shall be authorized, in its discretion, to retain at the expense of
the corporation independent legal counsel and independent accountants, other
than those normally retained by the corporation, to advise it with respect to
its responsibility.

         Section 14. The board of directors shall have a standing committee to
be known as the Compensation and Stock Option Committee, which shall be composed
of not less than two nor more than five outside directors who qualify as
"Non-Employee Directors" within the meaning of Rule 16b-3 under the Securities
Exchange Act of 1934, as amended. It shall be the duty of the


                                       10
<PAGE>


Compensation and Stock Option Committee (a) to negotiate on behalf of the
corporation and recommend to the board of directors the amount and types of
compensation and benefits paid or to be paid by the corporation to the Named
Executive Officers of the corporation (as that term is defined in paragraph (3)
of Item 402(a) of Regulation S-K promulgated by the SEC under the 1934 Act), (b)
to formulate compensation policies applicable to the corporation's executive
officers, (c) to prepare an annual report concerning executive compensation paid
or payable by the corporation that satisfies the requirements of Items 402(i)
and 402(k) and any other similar provisions of Regulation S-K promulgated by the
SEC under the 1934 Act, that are at the time applicable to the corporation, (d)
designate the employees and directors who shall be granted options pursuant to
Riviana Foods Inc. 1994 Stock Option Plan (the "Plan"); (e) designate the number
of shares to be optioned to each optionee under the Plan; and (f) make such
other determinations and designations as are called for by the Plan. The
interpretation and construction by the Compensation and Stock Option Committee
of any provisions of the Plan or of any option granted thereunder shall be
final. No member of the board of directors or the Compensation and Stock Option
Committee shall be liable for any action or determination made in good faith
with respect to the Plan or any option granted thereunder.

         Section 15. The board of directors shall have a standing committee to
be known as the Executive Committee, which shall be composed of not less than
three nor more than six directors. The Executive Committee shall have the
authority to exercise all powers of the Board of Directors in the management of
the business and affairs of the Company during intervals between meetings of the
Board, except that it shall have no authority to propose amendments to the
Restated Certificate of Incorporation, adopt an agreement of merger or
consolidation, recommend to the stockholders the sale, lease or exchange of all
or substantially all of the Company's assets or its dissolution, or amend the
By-laws.


                                       11
<PAGE>


         Section 16. The board of directors shall have a standing committee to
be known as the Non-Employee Director Stock Option Plan Committee, which shall
be composed of not less than two nor more than five directors. It will be the
duty of the Non-Employee Director Stock Option Plan Committee to administer the
Riviana Foods Inc. 1995 Non-Employee Director Stock Option Plan ("NEDSOP") in
accordance with the provisions of the Plan.

                            COMPENSATION OF DIRECTORS

         Section 17. Unless otherwise restricted by the certificate of
incorporation or these by-laws, the board of directors shall have the authority
to fix the compensation of directors. The directors may be paid their expenses,
if any, of attendance at each meeting of the board of directors and may be paid
a fixed sum for attendance at each meeting of the board of directors or a stated
salary as director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

                            RESIGNATION OF DIRECTORS

         Section 18. Any director may resign at any time by giving written
notice of such resignation to either the board of directors, the Chairman of the
Board, the President, or the Secretary of the corporation. Unless otherwise
specified therein, such resignation shall take effect upon receipt thereof by
the board of directors or by any such officer.

                                   ARTICLE IV

                                     NOTICES

         Section 1. Whenever, under the provisions of the certificate of
incorporation or of these by-laws, notice is required to be given to a director
or stockholder, it shall not be construed


                                       12
<PAGE>


to mean personal notice, but such notice may be given in writing, by mail or
courier, addressed to such director or stockholder, at his address as it appears
on the records of the corporation, with postage thereon prepaid, and such notice
shall be deemed to be given at the time when the same shall be deposited in the
United States mail. Notice to directors may also be given by telegram, telex,
facsimile transmission or other electronic means.

         Section 2. Whenever any notice is required to be given under the
provisions of the statutes or of the certificate of incorporation or of these
by-laws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends the meeting for
the express purpose of objecting at the beginning of the meeting to the
transaction of any business because the meeting is not lawfully called or
convened.

                                    ARTICLE V

                                    OFFICERS

         Section 1. The officers of the corporation shall be chosen by the board
of directors and shall be a chairman of the board, a vice-chairman of the board,
president, a vice-president, a secretary, and a treasurer. The board of
directors may also choose additional vice-presidents, and one or more assistant
secretaries, assistant treasurers, and a secretary emeritus. Any number of
offices may be held by the same person, unless the by-laws otherwise provide.

         Section 2. The board of directors at its first meeting after each
annual meeting of stockholders shall choose a chairman of the board, a
vice-chairman of the board, president, one or more vice presidents, a secretary,
and a treasurer.


                                       13
<PAGE>


         Section 3. The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board.

         Section 4. The salaries of all officers and agents of the corporation,
if any, shall be fixed by the board of directors. No officer shall be prevented
from receiving such salary by reason of the fact that he is also a director of
the corporation.

         Section 5. The officers of the corporation shall hold office until
their successors are chosen and qualify, or until death or until they resign or
shall have been removed. Any officer elected or appointed by the board of
directors may be removed at any time, with or without cause, by the affirmative
vote of a majority of the board of directors. Any vacancy occurring in any
office of the corporation shall be filled by the board of directors.

                              CHAIRMAN OF THE BOARD

         Section 6. The chairman of the board shall preside at all meetings of
stockholders and of the board of directors at which he may be present and shall
give such general advice and counsel as may from time to time be deemed
essential to the corporation. Except where, by law, the signature of the
president is required, the chairman shall possess the same power as the
president to sign certificates, mortgages, contracts, bonds, and any other
instruments of the corporation.

                           VICE CHAIRMAN OF THE BOARD

         Section 7. The vice chairman of the board shall act in the chairman's
place at the chairman's request or if the chairman is unavailable, and shall
possess the same duties to give advice and counsel and powers to sign documents
as the chairman.


                                       14
<PAGE>


                                  THE PRESIDENT

         Section 8. The president shall be, and may be called or given the title
of, the chief executive officer of the corporation, shall preside at all
meetings of the stockholders and the board of directors in the absence of the
chairman of the board and vice chairman, shall have general and active
management of the business of the corporation, and shall see that all orders and
resolutions of the board of directors are carried into effect.

         Section 9. He shall execute bonds, mortgages and other contracts in the
name of and on behalf of the corporation, except where required or permitted by
law to be otherwise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the board of directors to some
other agent of the corporation. He shall perform all other duties as from time
to time may be assigned to him by the board of directors.

                               THE VICE PRESIDENTS

         Section 10. In the absence of the president, chairman of the board and
vice chairman of the board, or in the event of their inability or refusal to
act, the vice president (or in the event there be more than one vice president,
the vice presidents in the order designated by the directors, or in the absence
of any designation, then in the order of their election) shall perform the
duties of the president, chairman of the board, or vice chairman of the board,
and when so acting, shall have all the powers of and be subject to all the
restrictions upon the president, chairman of the board, or vice chairman of the
board. The vice presidents shall perform such other duties and have such other
powers as the board of directors may from time to time prescribe.

                      THE SECRETARY AND ASSISTANT SECRETARY

         Section 11. The secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all the proceedings of
the meetings of the corporation


                                       15
<PAGE>


and of the board of directors in a book to be kept for that purpose and shall
perform like duties for the standing committees when required. He shall give, or
cause to be given, notice of all meetings of the stockholders and special
meetings of the board of directors, and shall perform such other duties as may
be prescribed by the board of directors, chairman of the board, or president,
under whose supervision he shall be. He shall have custody of the corporate seal
of the corporation and he, or an assistant secretary, shall have authority to
affix the same to any instrument requiring it and when so affixed, it may be
attested by his signature or by the signature of such assistant secretary. The
board of directors may give general authority to any other officer to affix the
seal of the corporation and to attest the affixing by his signature.

         Section 12. The assistant secretary, or if there be more than one, the
assistant secretaries in order determined by the board of directors (or if there
be no such determination, then in the order of their election) and the secretary
emeritus shall, in the absence of the secretary or in the event of his inability
or refusal to act, perform the duties and exercise the powers of the secretary
and shall perform such other duties and have such other power as the board of
directors may from time to time prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

         Section 13. The treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the board of directors.

         Section 14. He shall disburse the funds of the corporation as may be
ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the chairman of the board, president, and the
board of directors, at its regular meetings, or when the

                                       16
<PAGE>


board of directors so requires, an account of all his transactions as treasurer
and of the financial condition of the corporation.

         Section 15. If required by the board of directors, he shall give the
corporation a bond (which shall be renewed every six years) in such sum and with
such surety or sureties as shall be satisfactory to the board of directors for
the faithful performance of the duties of his office and for the restoration to
the corporation, in the case of his death, resignation, retirement or removal
from office, of all books, papers, vouchers, money, and other property of
whatever kind in his possession or under his control belonging to the
corporation.

         Section 16. The assistant treasurer, or if there shall be more than
one, the assistant treasurers in the order determined by the board of directors
(or if there be no such determination, then in the order of their election)
shall, in the absence of the treasurer or in the event of his inability or
refusal to act, perform the duties and exercise the powers of the treasurer and
shall perform such other duties and have such other powers as the board of
directors may from time to time prescribe.

                                   ARTICLE VI

                             CERTIFICATES FOR SHARES

         Section 1. The shares of the corporation shall be represented by a
certificate. Certificates shall be signed by, or in the name of the corporation
by, the chairman or vice chairman of the board of directors, or the president or
vice president and the treasurer or an assistant treasurer, or the secretary or
an assistant secretary of the corporation.

         If the corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional, or other special rights of
each class of stock or series thereof and the qualifications, limitations, or


                                       17
<PAGE>


restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate which the corporation shall
issue to represent such class or series of stock, provided that, except as
otherwise provided in Section 202 of the General Corporation Law of Delaware, in
lieu of the foregoing requirements, there may be set forth on the face or back
of the certificate which the corporation shall issue to represent such class or
series of stock, a statement that the corporation will furnish without charge to
each stockholder who so requests the powers, designations, preferences, and
relative, participating, optional, or other special rights of each class of
stock or series thereof and the qualifications, limitations, or restrictions of
such preferences and/or rights.

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

                                LOST CERTIFICATES

         Section 3. The board of directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost, stolen, or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed and the execution of an
indemnity agreement in favor of the corporation. When authorizing such issue of
a new certificate or certificates, the board of directors shall, as a condition
precedent to the issuance thereof, require the owner of such lost, stolen, or
destroyed certificate or certificates, or his legal representative to give the
corporation an open penalty bond as indemnity against any claim that may be made


                                       18
<PAGE>


against the corporation with respect to the certificate alleged to have been
lost, stolen or destroyed.

                                TRANSFER OF STOCK

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

                               FIXING RECORD DATE

         Section 5. In order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion, or exchange of stock or for the purpose of
any other lawful action, the board of directors may fix, in advance, a record
date, which shall not be more than sixty nor less than ten days before the date
of such meeting, nor more than sixty days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the board of directors may fix a new record date for the adjourned
meeting.

                             REGISTERED STOCKHOLDERS

         Section 6. The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such


                                       19
<PAGE>


share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.

                                   ARTICLE VII

                               GENERAL PROVISIONS

                                    DIVIDENDS

         Section 1. Dividends upon the capital stock of the corporation, subject
to the provisions of the certificate of incorporation, if any, may be declared
by the board of directors at any regular or special meeting, pursuant to
applicable laws. Dividends may be paid in cash, in property, or in shares of the
capital stock, subject to the provisions of the certificate of incorporation.

         Section 2. Before payment of any dividend, there may be set aside out
of any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                ANNUAL STATEMENT

         Section 3. The board of directors shall present at each annual meeting,
a full and clear statement of the business and condition of the corporation.

                                     CHECKS

         Section 4. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the board of directors may from time to time designate.


                                       20
<PAGE>


                                   FISCAL YEAR

         Section 5. The fiscal year of the corporation shall be fixed by
resolution of the board of directors.

                                      SEAL

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

                                  ARTICLE VIII

                                 INDEMNIFICATION

            AUTHORIZATION OF INDEMNIFICATION OF DIRECTORS AND OTHERS

         Section 1. Subject to the further provisions of this Article VIII, the
corporation shall indemnify:

         (a) 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,
whether civil, criminal, administrative, or investigative, whether formal or
informal, and whether arising out of conduct in his official capacity with the
corporation or otherwise (other than an action by or in the right of the
corporation), by reason of the fact that he is or was a director, officer,
employee, or agent of 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, employee benefit plan, or other
enterprise, to the maximum extent permitted under Delaware law, against expenses
(including attorneys' fees), judgments, fines, and (subject to Section 9)
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit, or proceeding, if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best


                                       21
<PAGE>


interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful; and

         (b) any person who was or is a party or is threatened to be made a
party to any threatened, pending, or completed 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 is or was a director or officer 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, employee benefit plan,
or other enterprise, to the maximum extent permitted under Delaware law, against
expenses (including (1) attorneys' fees, and (2) subject to Section 9, amounts
paid in settlement not exceeding, in the judgment of the proper person or group
empowered at the time by Section 2 to act for the corporation, the estimated
expense of litigating the action or suit to conclusion) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit, if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation, EXCEPT THAT no
indemnification under this subsection 1(b) shall be made in respect of any
claim, issue, or matter as to which such person shall have been adjudged liable
to the corporation UNLESS and only to the extent that a court of competent
jurisdiction shall determine upon application that, despite the adjudication of
liability but in view of all the relevant circumstances, such person is fairly
and reasonably entitled to indemnity for such expenses as the court shall deem
proper. For purposes of the UNLESS clause of the preceding sentence, the fact
that a person shall have been adjudged by a court of competent jurisdiction to
be liable to the corporation for negligence or gross negligence not amounting to
willful misconduct shall of itself create neither a presumption nor an inference
that he is not fairly and reasonably entitled to court-ordered indemnity for
expenses.


                                       22
<PAGE>


              METHOD OF DETERMINING ELIGIBILITY FOR INDEMNIFICATION

         Section 2. Any indemnification under this Article VIII, unless ordered
by the court, shall be made by the corporation only as authorized in a specific
case upon a determination that the applicable standard of conduct has been met,
and such determination shall be made.

         (a) by the board of directors by a majority vote of a quorum consisting
of directors who are not at the time parties to such action, suit, or
proceeding,

         (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.

                         LIMITATIONS ON INDEMNIFICATION

         Section 3. Anything elsewhere in this Article VIII to the contrary
notwithstanding, no indemnity pursuant to this Article VIII (and, with respect
to matters described in subsection 3(a), no advancement of expenses under
paragraph (a)(1) of Section 7) shall be paid by the corporation to a director,
officer, employee, or agent:

         (a) on account of any action, suit, proceeding, crossclaim, or
counterclaim initiated by such director, officer, employee, or agent against the
corporation itself (except to enforce this Article VIII) or against a third
party, unless the proper person or group empowered at the time by Section 2 to
act for the corporation has authorized such action, suit, proceeding,
crossclaim, or counterclaim to be initiated by the director, officer, employee,
or agent;

         (b) in respect of any claim, issue, or matter involving remuneration or
other personal benefit paid to or received by such director, officer, employee,
or agent if it shall be determined by a final judgment of a court of competent
jurisdiction or other final adjudication that the payment or receipt of such
remuneration or other personal benefit was in violation of law; or


                                       23
<PAGE>


         (c) if a final decision by a court of competent jurisdiction shall
determine that such indemnification is not lawful.

                 EFFECT OF INDEMNITEE SUCCESS IN DEFENDING SUITS

         Section 4. To the extent that a director, officer, employee, or agent
has been successful, on the merits or otherwise, including the dismissal of an
action without prejudice, in defense of any action, suit, or proceeding of the
character described in Section 6, or in defense of any claim, issue, or matter
therein, it shall be conclusively presumed that the applicable standard of
conduct has been met by such director, officer, employee, or agent with respect
to such action, suit, proceeding, claim, issue, or matter.

                     RIGHT OF INDEMNITY AS A CONTRACT RIGHT

         Section 5. The obligations of the corporation to indemnify and hold
harmless a director, officer, employee, or agent as set forth in this Article
VIII (including, without limitation, the obligation under Section 7 to advance
the cost of defense to or on behalf of directors and officers) shall be a
contract right and shall continue during the period he is 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 business,
partnership, joint venture, trust, employee benefit plan, or other enterprise)
and shall continue thereafter so long as the director, officer, employee, or
agent shall be subject to any possible claim or threatened, pending, or
completed action, suit, or proceeding, whether civil, criminal, administrative,
or investigative, by reason of the fact that he was a director, officer,
employee, or agent of the corporation or was serving in any other capacity
referred to in Section 1, notwithstanding that (a) at the time when such
indemnification is claimed, the claimant has ceased to serve in any of the
capacities referred to in Section 1, or (b) the state of facts on the basis of
which indemnification is claimed occurred


                                       24
<PAGE>


or arose prior to the date on which Article VIII of these by-laws was first
adopted.

                NOTIFICATION BY INDEMNITEE TO CORPORATION OF SUIT

         Section 6. Promptly after receipt by a director, officer, employee, or
agent of notice of the commencement of any action, suit, or proceeding with
respect to which an indemnification claim is to be made against the corporation
as set forth in this Article VIII, such director, officer, employee, or agent
shall notify the corporation of the commencement thereof, but the failure to
notify the corporation will not relieve it from any liability it may have to the
director, officer, employee, or agent otherwise as set forth in this Article
VIII.

                ADVANCEMENT OF EXPENSES AND CONDUCT OF LITIGATION

         Section 7. With respect to any action, suit, or proceeding as to which
a director or officer notifies the corporation pursuant to Section 6 of his
intention to seek indemnity under this Article VIII,

         (a)      the right to indemnification shall include:

                  (1)      the right (subject to Section 3 and to subsections
                           7(b) and 7(e) below) to be paid by the corporation
                           all expenses incurred in defending any such action,
                           suit, or proceeding in advance of its final
                           disposition, and

                  (2)      a presumption (in the absence of a good-faith
                           determination in writing to the contrary) that the
                           proper person or group empowered at the time by
                           Section 2 to act for the corporation has made an
                           affirmative determination that the facts then known
                           to him or them would not preclude the indemnification
                           of such director or officer under the applicable
                           standard of conduct specified in Section 1;

         (b) advance payment as described in subsection 7(a) of expenses
incurred by the director or officer shall be made only upon delivery to the
corporation of:


                                       25
<PAGE>


                  (1)      a written affirmation of his good faith belief that
                           he has met the applicable standard of conduct
                           specified in Section 1, and

                  (2)      a written undertaking, executed personally or in his
                           behalf, to repay the advance of expenses if it is
                           ultimately determined that he did not meet the
                           applicable standard of conduct specified in Section
                           1;

         (c) the corporation shall be entitled to participate therein at its own
expense;

         (d) except as otherwise provided below, to the extent that it may wish,
the corporation, alone or jointly with any other indemnifying party similarly
notified, will be entitled to assume the defense thereof, with counsel
reasonably satisfactory to the director or officer;

         (e) the director or officer shall have the right to employ counsel in
such action, suit, or proceeding, but the fees and expenses of such counsel
incurred after notice from the corporation of its assumption of the defense
thereof except reasonable costs of investigation shall be at the expense of the
director or officer unless

                  (1)      the employment of counsel by the director or officer
                           has been authorized by the corporation,

                  (2)      the director or officer shall have reasonably
                           concluded that there may be a conflict of interest
                           between the corporation and him in the conduct of the
                           defense of such action, or

                  (3)      the corporation shall not in fact have employed
                           counsel to assume the defense of such action,

                  in each of which cases the reasonable fees and expenses of
                  counsel shall be at the cost of the corporation. The
                  corporation shall not be entitled to assume the defense of any
                  action, suit, or proceeding


                                       26
<PAGE>


                  (A)      brought by or on behalf of the corporation as
                           described in subsection 1(b), or

                  (B)      as to which the director or officer shall have made
                           the conclusion provided for in clause (2) of this
                           subsection 7(e); and

         (f) the director or officer will reimburse the corporation for all
reasonable expenses paid by the corporation in defending any civil or criminal
action, suit, or proceeding against the director or officer in the event and
only to the extent that it shall be ultimately determined by a court of
competent jurisdiction that he is not entitled to be indemnified by the
corporation for such expenses as authorized in this Article VIII.

         (g) the benefits of subsection 7(a) shall not be available to any
employee or agent of the corporation who is neither a director nor an officer of
the corporation unless the proper person or group empowered at the time by
Section 2 to act for the corporation determines in its or their discretion that
in light of the circumstances involved in a particular case, some or all of the
benefits of subsection 7(a) should be made available to such employee or agent.
Subsections 7(c), 7(d), 7(e), and 7(f), however, shall apply to employees and
agents of the corporation who are not directors and officers, as well as to
directors and officers.

               ENFORCEMENT OF INDEMNITY CLAIM AGAINST CORPORATION

         Section 8. If a claim for indemnification under Section 1 or for the
advance of expenses under Section 7 is not paid in full by the corporation
within 30 days after a written claim has been received by the corporation, the
claimant may at any time thereafter bring suit against the corporation to
recover the unpaid amount of the claim, and if successful in whole or in part,
the claimant shall also be entitled to be paid the expense of prosecuting such
claim. It shall be a


                                       27
<PAGE>


defense to any action (including an action brought by a director or officer to
enforce a claim under Section 7 for expenses incurred in defending any
proceeding in advance of its final disposition where the requirements described
in Section 7 have been satisfied) that the claimant has failed to meet a
standard of conduct that makes it permissible under Delaware law for the
corporation to advance to or indemnify the claimant for the amount claimed, but
the burden of proving such defense shall be on the corporation. Neither

         (a) the failure of the proper person or group empowered at the time by
Section 2 to act for the corporation to have made a determination prior to the
commencement of the claimant's action that indemnification of the claimant is
permissible in the circumstances because he has met the required standard of
conduct, nor

         (b) an actual determination by the proper person or group empowered at
the time by Section 2 to act for the corporation that the claimant has not met
such standard of conduct, nor

         (c) the termination of any proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall be a
defense to the claimant's action for indemnification under Section 1 or for the
advance of expenses under Section 7 or create a presumption that the claimant
has failed to meet the required standard of conduct.

                                   SETTLEMENTS

         Section 9. The corporation shall not be liable to indemnify a director,
officer, employee, or agent as provided in this Article VIII for any amount paid
in settlement of any action or claim effected without its written consent, which
shall not be unreasonably delayed or withheld, and the corporation shall not be
obligated to indemnify any director, officer, employee, or agent


                                       28
<PAGE>


as provided in this Article VIII who unreasonably withholds his consent to any
proposed settlement that is recommended to him in writing by the corporation.

             INDEMNIFICATION RIGHTS UNDER ARTICLE VIII NOT EXCLUSIVE

         Section 10. The rights to indemnification and advancement of expenses
provided by or granted pursuant to this Article VIII shall

         (a) be subject to any applicable limitations of state or federal law,
but they shall not be deemed exclusive of any other rights to which the person
seeking indemnification or obtaining advancement of expenses is entitled under
any law, by-law, contract, or authorization by stockholders or disinterested
directors, or otherwise, both as to action in his official capacity, and as to
action in another capacity while holding such office, and

         (b) continue as to a person who has ceased to be director or officer
and shall inure to the benefit of his heirs, legal representatives and assigns;
provided, however, that no such other indemnification measure shall permit
indemnification of any person for the results of such person's willful or
intentional misconduct.

                  CORPORATION'S ADDITIONAL RIGHTS TO INDEMNIFY

         Section 11. The express indemnification and advancement of expenses
provided by or granted pursuant to this Article VIII shall not exhaust, reduce,
or impair the corporation's discretionary right to indemnify its directors,
officers, employees, or agents in accordance with Section 145 of the General
Corporation Law of the State of Delaware, as it now exists or may hereafter be
amended.

                                 D & O INSURANCE

         Section 12. The board of directors of the corporation shall have full
authority to purchase and maintain insurance, at the expense of the corporation,
on behalf of any past, present,


                                       29
<PAGE>


or future director, officer, employee, or agent of the corporation insuring him
against liabilities asserted against or incurred by him in any such capacity or
arising from his status or former status as a director, officer, employee, or
agent, whether or not the corporation would have the power or right to indemnify
him against the same liability.

                          DEFINITION OF APPLICABLE LAW

         Section 13. The term "applicable law," as used throughout this Article
VIII, shall (to the fullest extent allowed by the law under which this Article
VIII is from time to time construed) be taken to mean the most generous (from
the standpoint of an indemnification claimant) of the laws in effect:

         (a) during any part of the period of time within which the acts or
omissions alleged in the action, suit, or proceeding in question as the basis
for liability of the indemnification claimant occurred,

         (b) on the date when such action, suit, or proceeding was commenced, or

         (c) on the date when the validity of the indemnification claim asserted
by the indemnification claimant against the corporation is finally determined or
adjudicated.

                                   AMENDMENTS

         Section 14. This Article VIII may not be altered, amended, or repealed
retrospectively, and no alteration, amendment, or repeal of this Article VIII
shall divest any rights that accrued prior to such alteration, amendment, or
repeal, including the rights to future indemnification by the corporation after
such alteration, amendment, or repeal, with respect to acts or occurrences prior
to such alteration, amendment or repeal.

                                  SEVERABILITY

         Section 15. Each and every provision of this Article VIII shall be
considered severable,


                                       30
<PAGE>


and to the extent any part or all of this Article VIII shall be held by a court
of competent jurisdiction to be invalid, void, or unenforceable in whole or in
part in any particular case or generally, the remainder of this Article VIII
shall nevertheless be treated as valid and enforceable to the fullest extent
permitted by applicable law.

                                     GENDER

         Section 16. All references in this Article VIII to the masculine gender
shall be considered as references to the feminine gender as well.

                                   ARTICLE IX

                                   AMENDMENTS

         Section 1. These by-laws may be altered, amended, or repealed or new
by-laws may be adopted by the board of directors at any regular meeting of the
board of directors or at any special meeting of the board of directors if notice
of such alteration, amendment, repeal, or adoption of new by-laws be contained
in the notice of such special meeting.


                                       31