EXHIBIT 3.2

                           AMENDED AND RESTATED BYLAWS
                                       OF
                                  MARIMBA, INC.


                                   ARTICLE I

                                     OFFICES

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

         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

                            MEETINGS OF STOCKHOLDERS

         Section  1.  All  meetings  of the  stockholders  for the  election  of
directors shall be held in the City of Mountain View  California,  at such place
as may be fixed  from time to time by the Board of  Directors,  or at such other
place either within or without the State of Delaware as shall be designated from
time to time by the Board of Directors  and stated in the notice of the meeting;
provided,  however,  that the Board of  Directors  may, in its sole  discretion,
determine  that the meeting  shall not be held at any place,  but may instead be
held solely by means of remote communication as authorized by Section 211 of the
Delaware  General  Corporations  Law ("DGCL").  Meetings of stockholders for any
other purpose may be held at such time and place,  if any, within or without the
State of Delaware,  as shall be stated in the notice of the meeting or
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in a  duly  executed  waiver  of  notice  thereof,  or a  waiver  by  electronic
transmission by the person entitled to notice.

         Section 2. Annual meetings of stockholders, commencing with fiscal year
2000,  shall be held at such date and time as shall be  designated  from time to
time by the Board of Directors and stated in the notice of the meeting, at which
they shall elect by a plurality  vote a board of  directors,  and transact  such
other business as may properly be brought before the meeting.

         Section 3. Written notice of any stockholder meeting stating the place,
if any, date and hour of the meeting, the means of remote communication, if any,
by which stockholders and proxyholders may be deemed to be present in person and
vote at such  meeting,  shall be given to each  stockholder  entitled to vote at
such  meeting  not fewer than ten (10) nor more than sixty (60) 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 (but not the
electronic address or other electronic contact  information) 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  for a period of at least ten days prior to the  meeting:  (i) on a
reasonably accessible electronic network, provided that the information required
to gain access to such list is provided with the notice of the meeting,  or (ii)
during  ordinary  business  hours,  at the  principal  place of  business of the
corporation.  In the  event  that the  corporation  determines  to make the list
available on an electronic network, the corporation may take reasonable steps to
ensure  that  such   information  is


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<PAGE>

available only to stockholders of the corporation.  If the meeting is to be held
at a place,  then the list shall 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.  If the  meeting is to be held  solely by means of
remote communication, then the list shall also be open to the examination of any
stockholder  during the whole time of the  meeting  on a  reasonably  accessible
electronic  network,  and the information  required to access such list shall be
provided with the notice of the meeting.

         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  by the  president  and  shall be  called  by the
president  or  secretary at the request in writing of a majority of the Board of
Directors,  or at the request in writing of stockholders  owning at least thirty
percent (30%) in amount of the entire  capital stock of the  corporation  issued
and  outstanding  and entitled to vote.  Such request shall state the purpose or
purposes of the proposed meeting.

         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 fewer  than ten (10) nor more than  sixty  (60) days
before the date of the  meeting,  to each  stockholder  entitled to vote at such
meeting.

         Section 7. Business  transacted at any special  meeting of stockholders
shall be limited to the purposes stated in the notice.

         Section 8.

                  (a) The holders of fifty percent (50%) of the stock issued and
outstanding  and entitled to vote thereat,  present in person or  represented by
proxy,  shall


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<PAGE>

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 the
adjournment  a new record date is fixed for the adjourned  meeting,  a notice of
the adjourned  meeting shall be given to each  stockholder of record entitled to
vote at the meeting.

                  (b) If  authorized  by the  Board  of  Directors  in its  sole
discretion,  and  subject  to such  guidelines  and  procedures  as the Board of
Directors may adopt,  stockholders and proxyholders not physically  present at a
meeting of stockholders may, by means of remote communication:

                           (1) participate in a meeting of stockholders; and

                           (2) be deemed present in person and vote at a meeting
of  stockholders  whether  such  meting is to be held at a  designated  place or
solely by means of remote communication, provided that (i) the corporation shall
implement  reasonable  measures to verify that each  person  deemed  present and
permitted  to  vote  at the  meeting  by  means  of  remote  communication  is a
stockholder or  proxyholder,  (ii) the corporation  shall  implement  reasonable
measures to provide such stockholders and proxyholders a reasonable  opportunity
to  participate  in  the  meeting  and  to  vote  on  matters  submitted  to the
stockholders,  including an opportunity  to read or hear the  proceedings of the
meeting  substantially  concurrently  with  such  proceedings,


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and (iii) if any  stockholder or proxyholder  votes or takes other action at the
meeting by means of remote communication,  a record of such vote or other action
shall be maintained by the corporation.

         Section  9. When a quorum is present  at any  meeting,  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,  a different vote is required,  in 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 by such  stockholder  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.

                                  ARTICLE III

                                    DIRECTORS

         Section 1. The number of  directors  which shall  constitute  the whole
board shall be  determined  by  resolution  of the Board of  Directors or by the
stockholders  at the annual meeting of the  stockholders,  except as provided in
Section 2 of this Article, and each director elected shall hold office until his
successor is elected and qualified. Directors need not be stockholders.

         Section 2. Vacancies and new created  directorships  resulting from any
increase in the  authorized  number of directors  may be filled by a majority of
the directors then in


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office,  though less than a quorum,  or by a sole remaining  ]director,  and the
directors so chosen  shall hold office until the next annual  election and until
their successors are duly elected and shall qualify, unless sooner displaced. If
there are no directors in office,  then an election of directors  may be held in
the manner  provided by  statute.  If, at the time of filling any vacancy or any
newly created  directorship,  the directors then in office shall constitute less
than a majority of the whole board (as constituted immediately prior to any such
increase),  the Court of Chancery may, upon  application  of any  stockholder or
stockholders  holding at least ten percent of the total  number of the shares at
the time  outstanding  having  the right to vote for such  directors,  summarily
order  an  election  to be held to fill  any such  vacancies  or  newly  created
directorships,  or to replace  the  directors  chosen by the  directors  then in
office.

         Section 3. 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 bylaws directed or required to
be exercised or done by the stockholders.

                       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  meeting  shall be
necessary to the newly  elected  directors in order  legally to  constitute  the
meeting,  provided a quorum shall be present. In the event of the failure of the
stockholders to fix the time or place of such first meeting of the newly elected
Board of  Directors,  or in the event  such  meeting is not held at the time and
place so fixed by the


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<PAGE>

stockholders,  the  meeting  may be held at such  time  and  place  as  shall be
specified in a notice given as hereinafter  provided for special meetings of the
Board of Directors,  or as shall be specified in a written  waiver signed by all
of the directors.

         Section 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 president
on two (2) days' notice to each director by mail or  twenty-four  (24) notice to
each director either personally, by telegram, or by facsimile;  special meetings
shall be called by the  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  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  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  of these bylaws,  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,
consent thereto in writing,  or by electronic  transmission,


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and the writing or writings  are filed with the  minutes of  proceedings  of the
board or  committee.  Such  filing  shall be in paper  form if the  minutes  are
maintained  in paper form and shall be in  electronic  form if the  minutes  are
maintained in electronic form.

         Section  10.  Unless   otherwise   restricted  by  the  certificate  of
incorporation  or  these  bylaws,  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
other means of communication  by 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
any 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


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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,  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 bylaws of the  corporation;  and,  unless the  resolution or the
certificate of incorporation  expressly so provide, no such committee shall have
the power or  authority  to declare a dividend or to  authorize  the issuance of
stock.  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.

                            COMPENSATION OF DIRECTORS

         Section  13.  Unless   otherwise   restricted  by  the  certificate  of
incorporation  or these bylaws,  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.

                              REMOVAL OF DIRECTORS

         Section  14.  Unless   otherwise   restricted  by  the  certificate  of
incorporation  or bylaw,  any director or the entire  Board of Directors  may be
removed,  with or without cause, by the holders of a majority of shares entitled
to vote at an election of directors.

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                                   ARTICLE IV

                                     NOTICES

         Section 1.  Whenever,  under the  provisions  of the statutes or of the
certificate of incorporation or of these bylaws,  notice is required to be given
to any  director or  stockholder,  it shall not be  construed  to mean  personal
notice,  but such notice may be given in  writing,  by mail,  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.

         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
bylaws, 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.

         Section 3.

                  (a) Without  limiting the manner by which notice otherwise may
be given  effectively to stockholders and directors,  any notice to stockholders
and directors  given by the  corporation  under any  provision of the DGCL,  the
certificate of  incorporation,  or these bylaws shall be effective if given by a
form of electronic  transmission  consented to by the stockholder or director to
whom the notice is given. Any such consent shall be revocable by the stockholder
or director by written  notice to the  corporation.  Any such  consent  shall be
deemed  revoked  if (1) the  corporation  is unable  to  deliver  by  electronic
transmission two consecutive notices given by the corporation in accordance with
such  consent  and (2)  such  inability  becomes  known to the  secretary  or an
assistant secretary of the corporation or to the transfer agent, or


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other  person  responsible  for the giving of  notice;  provided,  however,  the
inadvertent failure to treat such inability as a revocation shall not invalidate
any meeting or other action.

         (b) Notice given  pursuant to  subsection  (a) of this section shall be
deemed given: (1) if by facsimile  telecommunication,  when directed to a number
at which the stockholder or director has consented to receive notice;  (2) if by
electronic  mail,  when  directed  to an  electronic  mail  address at which the
stockholder or director has consented to receive notice;  (3) if by a posting on
an  electronic  network  together  with separate  notice to the  stockholder  or
director of such  specific  posting,  upon the later of (A) such posting and (B)
the giving of such separate  notice;  and (4) if by any other form of electronic
transmission,  when directed to the stockholder or director. An affidavit of the
secretary or an assistant  secretary or of the transfer  agent or other agent of
the  corporation  that  the  notice  has  been  given  by a form  of  electronic
transmission  shall,  in the absence of fraud,  be prima  facie  evidence of the
facts stated therein.

         (c) For purposes of these bylaws,  "electronic  transmission" means any
form of  communication,  not directly  involving  the physical  transmission  of
paper, that creates a record that may be retained,  retrieved, and reviewed by a
recipient thereof,  and that may be directly  reproduced in paper form by such a
recipient through an automated process.

                                   ARTICLE V

                                    OFFICERS

         Section 1. The officers of the corporation shall be chosen by the Board
of Directors and shall be a president,  treasurer and a secretary.  The Board of
Directors  may elect from among its  members a Chairman  of the Board and a Vice
Chairman  of the  Board.  The Board of  Directors  may also  choose  one or more
vice-presidents,  assistant secretaries and


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assistant  treasurers.  Any  number of offices  may be held by the same  person,
unless the certificate of incorporation or these bylaws otherwise provide.

         Section 2. The Board  of  Directors  at its first  meeting  after  each
annual  meeting of  stockholders  shall choose a president,  a treasurer,  and a
secretary and may choose vice presidents.

         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
shall be fixed by the Board of Directors.

         Section 5. The  officers of the  corporation  shall hold  office  until
their successors are chosen and qualify. Any officer elected or appointed by the
Board of  Directors  may be  removed  at any time 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.

                            THE CHAIRMAN OF THE BOARD

         Section 6. The  Chairman  of the Board,  if any,  shall  preside at all
meetings of the Board of Directors and of the  stockholders at which he shall be
present.  He shall have and may exercise  such powers as are, from time to time,
assigned to him by the Board and as may be provided by law.

         Section 7. In  the  absence  of the  Chairman  of the  Board,  the Vice
Chairman of the Board,  if any,  shall  preside at all  meetings of the Board of
Directors and of the  stockholders

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at which he shall be present. He shall have and may exercise such powers as are,
from time to time, assigned to him by the Board and as may be provided by law.

                        THE PRESIDENT AND VICE-PRESIDENTS

         Section 8. The president  shall be the chief  executive  officer of the
corporation;  and in the absence of the Chairman and Vice  Chairman of the Board
he shall preside at all meetings of the stockholders and the Board of Directors;
he 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
requiring a seal,  under the seal 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 officer or agent of the corporation.

         Section 10. In  the  absence  of the  president  or in the event of his
inability or refusal to act, the vice-president,  if any, (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,  and when so acting,  shall
have  all  the  powers  of and be  subject  to all  the  restrictions  upon  the
president.  The  vice-presidents  shall  perform such other duties and have such
other powers as the Board of Directors 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


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corporation  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  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 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 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 powers 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


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president and the Board of Directors, at its regular meetings, or when the Board
of Directors so requires, an account of all his transactions as 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 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

                              CERTIFICATE OF STOCK

         Section 1. Every holder of stock in the  corporation  shall be entitled
to have a  certificate,  signed  by, or in the name of the  corporation  by, the
chairman or vice-  chairman of the Board of  Directors,  or the  president  or a
vice-president and the treasurer or an assistant treasurer,  or the secretary or
an assistant secretary of the corporation, certifying the number of shares owned
by him in the corporation.

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         Certificates may be issued for partly paid shares and in such case upon
the face or back of the  certificates  issued to represent  any such partly paid
shares,  the total  amount of the  consideration  to be paid  therefor,  and the
amount paid thereon shall be specified.

         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  qualification,  limitations  or
restrictions  of such  preferences  and/or  rights shall be set forth in full or
summarized on the face or back of the certificate  which the  corporation  shall
issue to  represent  such  class or series of stock,  provided  that,  except as
otherwise provided in section 202 of the General Corporation Law of 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 the  certificate  may be
facsimile.  In case any officer,  transfer  agent or registrar who has signed or
whose facsimile  signature has been placed upon a certificate  shall have ceased
to be such  officer,  transfer  agent or registrar  before such  certificate  is
issued,  it may be issued by the corporation  with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.

                                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


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<PAGE>

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

                                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  stockholder  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

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<PAGE>

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
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 law.
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
purposes  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.

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<PAGE>

                                     CHECKS

         Section 3. 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.

                                   FISCAL YEAR

         Section 4.  The  fiscal  year of  the  corporation  shall  be  fixed by
resolution of the Board of Directors.

                                      SEAL

         Section 5. The Board of  Directors  may adopt a  corporate  seal having
inscribed thereon the name of the corporation,  the year of its organization and
the words  "Corporate Seal,  Delaware".  The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.

                                INDEMNIFICATION

         Section 6. The  corporation  shall,  to the fullest  extent  authorized
under  the laws of the  State of  Delaware,  as those  laws may be  amended  and
supplemented  from time to time,  indemnify  any  officer or director  made,  or
threatened  to be made, a party to an action or  proceeding,  whether  criminal,
civil,  administrative  or  investigative,  by  reason  of being an  officer  or
director  of  the   corporation  or  a  predecessor   corporation   or,  at  the
corporation's request, an officer or director of another corporation,  provided,
however,  that the corporation shall indemnify any such agent in connection with
a proceeding  initiated by such agent only if such  proceeding was authorized by
the Board of Directors of the corporation.  The indemnification  provided for in
this Section 6 shall:  (i) not be deemed  exclusive of any other rights to which
those  indemnified  may be  entitled  under  any  bylaw,  agreement  or  vote of
stockholders or


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<PAGE>

disinterested  directors  or  otherwise,  both as to  action  in their  official
capacities and as to action in another capacity while holding such office,  (ii)
continue as to a person who has ceased to be an officer or  director,  and (iii)
inure to the  benefit  of the  heirs,  executors  and  administrators  of such a
person.  The  corporation's  obligation  to provide  indemnification  under this
Section 6 shall be offset to the extent of any other  source of  indemnification
or any otherwise  applicable insurance coverage under a policy maintained by the
corporation or any other person.

         Expenses  incurred  by an officer or  director  of the  corporation  in
defending a civil or criminal  action,  suit or proceeding by reason of the fact
that he is or was an officer or director of the  corporation  (or was serving at
the  corporation's  request as an officer or  director  of another  corporation)
shall be paid by the  corporation  in advance of the final  disposition  of such
action,  suit or proceeding  upon receipt of an  undertaking  by or on behalf of
such  officer  or  director  to repay  such  amount  if it shall  ultimately  be
determined  that he is not  entitled to be  indemnified  by the  corporation  as
authorized  by relevant  sections of the General  Corporation  Law of  Delaware.
Notwithstanding the foregoing,  the corporation shall not be required to advance
such  expenses  to an agent  who is a party  to an  action,  suit or  proceeding
brought by the  corporation and approved by a majority of the Board of Directors
of the corporation which alleges willful misappropriation of corporate assets by
such agent, disclosure of confidential  information in violation of such agent's
fiduciary or contractual obligations to the corporation or any other willful and
deliberate  breach in bad faith of such agent's duty to the  corporation  or its
stockholders.

         The  foregoing  provisions  of this  Section  6 shall be deemed to be a
contract  between the  corporation  and each  officer and director who serves in
such  capacity  at any time while  this  bylaw is in  effect,  and any repeal or
modification  thereof shall not affect any rights or  obligations  then existing
with respect to any state of facts then or  theretofore  existing or any


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<PAGE>

action,  suit or proceeding  theretofore or thereafter brought based in whole or
in part upon any such state of facts.

         The Board of Directors in its discretion  shall have power on behalf of
the corporation to indemnify any person, other than a director,  made a party to
any action,  suit or  proceeding  by reason of the fact that he, his testator or
intestate, is or was an employee of the corporation.

         To  assure  indemnification  under  this  Section  6 of all  directors,
officers and employees who are determined by the  corporation or otherwise to be
or to have been  "fiduciaries"  of any employee  benefit plan of the corporation
which may exist from time to time, Section 145 of the General Corporation Law of
Delaware  shall,  for the purposes of this Section 6, be interpreted as follows:
an "other  enterprise" shall be deemed to include such an employee benefit plan,
including without  limitation,  any plan of the corporation which is governed by
the Act of Congress entitled "Employee  Retirement Income Security Act of 1974,"
as amended from time to time; the corporation  shall be deemed to have requested
a person to serve an employee  benefit plan where the performance by such person
of his duties to the corporation  also imposes duties on, or otherwise  involves
services by, such person to the plan or  participants  or  beneficiaries  of the
plan; excise taxes assessed on a person with respect to an employee benefit plan
pursuant to such Act of Congress shall be deemed "fines."

                                  ARTICLE VIII

                                   AMENDMENTS

         Section 1. These  bylaws may be  altered,  amended or  repealed  or new
bylaws may be adopted by the  stockholders  or by the Board of  Directors,  when
such  power is  conferred  upon the Board of  Directors  by the  certificate  of
incorporation  at any  regular  meeting of the  stockholders  or of the Board of
Directors  or at any  special  meeting  of the  stockholders  or of the Board of
Directors  if notice of such  alteration,  amendment,  repeal or adoption of new
bylaws be  contained  in the  notice of such  special  meeting.  If the power to
adopt,  amend or repeal  bylaws is conferred  upon the Board of Directors by the
certificate  or  incorporation  it shall  not  divest  or limit the power of the
stockholders to adopt, amend or repeal bylaws.


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