EXHIBIT 3.2


                     BY-LAWS OF HORNBY INTERNATIONAL, INC.
                            (A Delaware Corporation)


ARTICLE I

STOCKHOLDERS

1.   CERTIFICATES REPRESENTING STOCK. Certificates representing stock in the
     corporation shall be signed by, or in the name of, the corporation by the
     Chairperson or Vice-Chairperson of the Board of Directors, if any, or by
     the President or a Vice-President and by the Treasurer or an Assistant
     Treasurer or the Secretary or an Assistant Secretary of the corporation.
     Any or all the signatures on any such certificate my be a 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 such
     person were such officer, transfer agent, or registrar at the date of
     issue.

     Whenever the corporation shall be authorized to issue more than one class
     of stock or more than one series of any class of stock, and whenever the
     corporation shall issue any shares of its stock as partly paid stock, the
     certificates representing shares of any such class or series or of any such
     partly paid stock shall set forth thereon the statements prescribed by the
     General Corporation Law. Any restrictions on the transfer or registration
     of transfer of any shares of stock of any class or series shall be noted
     conspicuously on the certificate representing such shares.

     The corporation may issue a new certificate of stock or uncertificated
     shares in place of any certificate theretofore issued by it, alleged to
     have been lost, stolen, or destroyed, and the Board of Directors may
     require the owner of the lost, stolen, or destroyed certificate, or such
     owner's legal representative, to give the corporation a bond sufficient to
     indemnify the corporation against any claim that may be made against it on
     account of the alleged loss, theft, or destruction of any such certificate
     or the issuance of any such new certificate or uncertificated shares.

2.   UNCERTIFICATED SHARES. Subject to any conditions imposed by the General
     Corporation Law, the Board of Directors of the corporation may provide by
     resolution or resolutions that some or all of any or all classes or series
     of the stock of the corporation shall be uncertificated shares. Within a
     reasonable time after the issuance or transfer of any uncertificated
     shares, the corporation shall send to the registered owner thereof any
     written notice prescribed by the General Corporation Law.
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3.   FRACTIONAL SHARE INTERESTS. The corporation may, but shall not be required
     to, issue fractions of a share. If the corporation does not issue fractions
     of a share, it shall (1) arrange for the disposition of fractional
     interests by those entitled thereto, (2) pay in cash the fair value of
     fractions of a share as of the time when those entitled to receive such
     fractions are determined, or (3) issue scrip or warrants in registered form
     (either represented by a certificate or uncertificated) or bearer form
     (represented by a certificate) which shall entitle the holder to receive a
     full share upon the surrender of such scrip or warrants aggregating a full
     share. A certificate for a fractional share or an uncertificated fractional
     share shall, but scrip or warrants shall not unless otherwise provided
     therein, entitle the holder to exercise voting rights, to receive dividends
     thereon, and to participate in any of the assets of the corporation in the
     event of liquidation. The Board of Directors may cause scrip or warrants to
     be issued subject to the conditions that they shall become void if not
     exchanged for certificates representing the full shares or uncertificated
     full shares before a specified date, or subject to the conditions that the
     shares for which scrip or warrants are exchangeable may be sold by the
     corporation and the proceeds thereof distributed to the holders of scrip or
     warrants, or subject to any other conditions which the Board of Directors
     may impose.

4.   STOCK TRANSFERS. Upon compliance with provisions restricting the transfer
     or registration of transfer of shares of stock, if any, transfers or
     registration of transfers of shares of stock of the corporation shall be
     made only on the stock ledger of the corporation by the registered holder
     thereof, or by the registered holder's attorney thereunto authorized by
     power of attorney duly executed and filed with the Secretary of the
     corporation or with a transfer agent or a registrar, if any, in the case of
     shares represented by certificates, or surrender of the certificate or
     certificates for such shares of stock properly endorsed and the payment of
     all taxes due thereon.

5.   RECORD DATE FOR STOCKHOLDERS. 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, the Board of Directors may fix a
     record date, which record date shall not precede the date upon which the
     resolution fixing the record date is adopted by the Board of Directors, and
     which record date shall not be more than sixty nor less than ten days
     before the date of such meeting. If no record date is fixed by the Board of
     Directors, the record date for determining stockholders entitled to notice
     of or to vote at a meeting of stockholders shall be at the close of
     business on the day next preceding the day on which notice is given, or, if
     notice is waived, at the close of business on the day next preceding the
     day on which the meeting is held. 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 date for the adjourned meeting. In order that the
     corporation may determine the stockholders entitled to consent to corporate
     action in writing without a meeting, the Board of Directors may fix a
     record date, which record date shall not precede the date upon which the
     resolution fixing the record date is adopted by the Board of Directors, and
     which date shall not be more than ten days after the date upon which a
     resolution fixing the record date is adopted by the Board of Directors. If
     no record date has been fixed by the Board of Directors, the record date
     determining the stockholders entitled to consent to corporate action in

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     writing without a meeting, when no prior action by the Board of Directors
     is required by the General Corporation Law, shall be the first date on
     which a signed written consent setting forth the action taken or proposed
     to be taken is delivered tot he corporation by delivery to its registered
     office in the State of Delaware, its principal place of business, or an
     officer or agent of the corporation having custody of the book in which
     proceedings of meetings of stockholders are recorded. Delivery made to the
     corporation's registered office shall be by hand or by certified or
     registered mail, return receipt requested. If no record date has been fixed
     by the Board of Directors and prior action by the Board of Directors is
     required by the General Corporation Law, the record date for determining
     stockholders entitled to consent to corporate action in writing without a
     meeting shall be at the close of business on the day on which the Board of
     Directors adopts the resolution taking such prior action. In order that the
     corporation may determine the stockholders entitled to receive payment of
     any dividend or other distribution or allotment of any rights or the
     stockholders 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 a record date, which record date
     shall not precede the date upon which the resolution fixing the record date
     is adopted, and which record date shall be not more that sixty days prior
     to such action. If no record date is fixed, the record date for determining
     stockholders for any such purpose shall be at the close of business on the
     day on which the Board of Directors adopts the resolution relating thereto.

6.   MEANING OF CERTAIN TERMS. As used herein in respect of the right to notice
     of a meeting of stockholders or a waiver thereof or to participate or vote
     thereat or to consent or dissent in writing in lieu of a meeting, as the
     case may be, the term "share" or "shares" or "share of stock" or "shares of
     stock" or "stockholder" or "stockholders" refers to an outstanding share or
     shares of stock and to a holder or holders of record of outstanding shares
     of stock when the corporation is authorized to issue only one class of
     shares of stock, and said reference is also intended to include any
     outstanding share or shares of stock and any holder or holders of record of
     outstanding shares of stock of any class upon which or upon whom the
     certificate of incorporation confers such rights where there are two or
     more classes or series of shares of stock or upon which or upon whom the
     General Corporation Law confers such rights notwithstanding that the
     certificate of incorporation may provide for more than one class or series
     of shares of stock, one or more of which are limited or denied such rights
     thereunder; provided, however, that no such right shall vest in the event
     of an increase or a decrease in the authorized number of shares of stock of
     any class or series which is otherwise denied voting rights under the
     provisions of the certificate of incorporation, except as any provision of
     law my otherwise require.

7.   STOCKHOLDER MEETINGS.

     TIME. The annual meeting shall be held on the date and at the time fixed,
     from time to time, by the directors, provided, that the first annual
     meeting shall be held on a date within thirteen months after the
     organization of the corporation, and each successive annual meeting shall
     be held on a date within thirteen months after the date of the preceding

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     annual meeting. A special meeting shall be held on the date and at the time
     fixed by the directors.

     PLACE. Annual meetings and special meetings shall be held at such place,
     within or without the State of Delaware, as the directors may, form time to
     time, fix. Whenever the directors shall fail to fix such place, the meeting
     shall be held at the registered office of the corporation in the State of
     Delaware.

     CALL. Annual meetings and special meetings may be called by the directors
     or by any officers instructed by the directors to call the meeting.

     NOTICE OR WAIVER OF NOTICE. Written notice of all meeting shall be given,
     stating the place, date, and hour of the meeting and stating the place
     within the city or other municipality or community at which the list of
     stockholders of the corporation may be examined. The notice of an annual
     meeting shall state that the meeting is called for the election of
     directors and for the transaction of other business which may properly come
     before the meeting and shall (if any other action which could be taken at a
     special meeting is to be taken at such annual meeting) state the purpose or
     purposes. The notice of a special meeting shall in all instances state the
     purpose or purposes for which the meeting is called. The notice of any
     meeting shall also include, or be accompanied by, any additional
     statements, information, or documents prescribed by the General Corporation
     Law. Except as otherwise provided by the General Corporation Law, a copy of
     the notice of any meeting shall be given, personally or by mail, not less
     than ten days nor more than sixty days before the date of the meeting,
     unless the lapse of the prescribed period of time shall have been waived,
     and directed to each stockholder at such stockholder's record address or at
     such other address which such stockholder may have furnished by request in
     writing tot he Secretary of the corporation. Notice by mail shall be deemed
     to be given when deposited, with postage thereon prepaid, in the United
     States mail. If a meeting is adjourned to another time, not more than
     thirty days hence, and/or to another place, and if an announcement of the
     adjourned time and/or place is made at the meeting, it shall not be
     necessary to give notice of the adjourned meeting unless the directors,
     after adjournment, fix a new record date for the adjourned meeting. Notice
     need not be given to any stockholder who submits a written waiver of notice
     signed by such stockholder before or after the time stated therein.
     Attendance of a stockholder at a meeting of stockholders shall constitute a
     waiver of notice of such meeting, except when the stockholder 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. Neither the business to be transacted at, nor
     the purpose of, any regular or special meeting of the stockholders need to
     be specified in any written waiver of notice.

     STOCKHOLDER LIST. 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, 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

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     shall be open to the examination of any stockholder, for any purpose
     germane tot he meeting, during ordinary business hours, for a period of at
     least ten days prior to the meeting, either at a place within the city or
     other municipality or community 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.
     The stock ledger shall be the only evidence as to who are the stockholders
     entitled to examine the stock ledger, the list required by this section or
     the books of the corporation, or to vote at any meeting of the
     stockholders.

     CONDUCT OF MEETING. Meetings of the stockholders shall be presided over by
     one of the following officers in the order of seniority and if present and
     acting - the Chairperson of the Board, if any, the Vice-Chairperson of the
     Board, if any, the President, a Vice-President, or, if none of the
     foregoing is in office and present and acting, by a chairperson to be
     chosen by the stockholders. The Secretary of the corporation, or in such
     Secretary's absence, and Assistant Secretary, shall act as secretary of
     every meeting, but if neither the Secretary or Assistant Secretary is
     present the chairperson of the meeting shall appoint a secretary of the
     meeting.

     PROXY REPRESENTATION. Every stockholder may authorize another person or
     persons to act for such stockholder by proxy in all matters in which a
     stockholder is entitled to participate, whether by waiving notice of any
     meeting, voting or participating at a meeting, or expressing consent or
     dissent without a meeting. Every proxy must be signed by the stockholder or
     by such stockholder's attorney-in-fact. No proxy shall be voted or acted
     upon after three years from its date unless such proxy provides for a
     longer period. A duly executed proxy shall be irrevocable if it states that
     it is irrevocable and, if, and only as long as, it is coupled with an
     interest sufficient in law to support an irrevocable power. A proxy may be
     made irrevocable regardless of whether the interest with which it is
     coupled is an interest in the stock itself or an interest in the
     corporation generally.

     INSPECTORS. The directors, in advance of the meeting, may, but need not,
     appoint one or more inspectors of election to act at the meeting or any
     adjournment thereof. If an inspector or inspectors are not appointed, the
     person presiding at the meeting may, but need not, appoint one or more
     inspectors. In any case person who may be appointed as an inspector fails
     to appear or act, the vacancy may be filled by appointment made by the
     directors in advance of the meeting or at the meeting by the person
     presiding threat. Each inspector, if any, before entering upon the
     discharge of duties of inspector, shall take and sign an oath faithfully to
     execute the duties of inspector at such meeting with strict impartiality
     and according to the best of such inspector's ability. The inspectors, if
     any, shall determine the number of shares of stock outstanding and the
     voting power of each, the shares of stock represented at the meeting, the
     existence of a quorum, the validity and effect of proxies, and shall
     receive votes, ballots, or consents, hear and determine all challenges and
     questions arising in connection with the right to vote, count and tabulate

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     all votes, ballots, or consents, determine the result, and do such acts as
     are proper to conduct the election or vote with fairness to all
     stockholders. On request of the person presiding at the meeting, the
     inspector or inspectors, if any, shall make a report in writing of any
     challenge, question, or matter determined by such inspector or inspectors
     and execute a certificate of any fact found by such inspector or
     inspectors. Except as may otherwise be required by subsection (e) of
     Section 231 of the General Corporation Law, the provisions of that Section
     shall not apply to the corporation.

     QUORUM. The holders of a majority of the outstanding shares of stock shall
     constitute a quorum at a meeting of the stockholders for the transaction of
     any business. The stockholders present may adjourn the meeting despite the
     absence of a quorum.

     VOTING. Each share of stock shall entitle the holder thereof to one vote.
     Directors shall be elected by a plurality of the votes of the shares
     present in person or represented by proxy at the meeting and entitled to
     vote on the election of directors. Any other action shall be authorized by
     a majority of the votes cast except where the General Corporation Law
     prescribes a different percentage of votes and/or a different exercise of
     voting power, and except as may be otherwise prescribed by the provisions
     of the certificate of incorporation and these Bylaws. In the election of
     directors, and for any other action, voting need not be by ballot.

8.   STOCKHOLDER ACTION WITHOUT MEETINGS. Except as any provision of the General
     Corporation Law may otherwise require, any action required by the General
     Corporation Law to be taken at any annual or special meeting of
     stockholders, or any action which may be taken at any annual or special
     meeting of stockholders, may be taken without a meeting, without prior
     notice and without a vote, if a consent in writing, setting forth the
     action so taken, shall be signed by the holders of outstanding stock having
     not less than the minimum number of votes that would be necessary to
     authorize or take such action at a meeting at which all shares entitled to
     vote thereon were present and voted. Prompt notice of the taking of the
     corporate action without a meeting by less than unanimous written consent
     shall be given to those stockholders who have not consented in writing.
     Action taken pursuant to this paragraph shall be subject to the provisions
     of Section 228 of the General Corporation Law.

ARTICLE II

DIRECTORS

1.   FUNCTIONS AND DEFINITION. The business and affairs of the corporation shall
     be managed by or under the direction of the Board of Directors of the
     corporation. The Board of Directors shall have the authority to fix the
     compensation of the members thereof. The use of the phrase "whole board"
     herein refers to the total number of directors which the corporation would
     have if there were no vacancies.

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2.   QUALIFICATIONS AND NUMBER. A director need not be a stockholder, a citizen
     of the United State, or a resident of the State of Delaware. The initial
     Board of Directors shall consist of one (1) person. Thereafter the number
     of directors constituting the whole board shall be at least one. Subject to
     the foregoing limitation and except for the first Board of Directors, such
     number may be fixed from time to time by action of the stockholders or of
     the directors, or, if the number is not fixed, the number shall be one. The
     number of directors may be increased or decreased by action of the
     stockholders or of the directors.

3.   ELECTION AND TERM. The first Board of Directors, unless the members thereof
     shall have been named in the certificate of incorporation, shall be elected
     by the incorporator or incorporators and shall hold office until the first
     annual meeting of stockholders and until their successors are elected and
     qualified or until their earlier resignation or removal. Any director may
     resign at any time upon written notice to the corporation. Thereafter,
     directors who are elected at an annual meeting of stockholders, and
     directors who are elected in the interim to fill vacancies and newly
     created directorships, shall hold office until the next annual meeting of
     stockholders and until their successors are elected and qualified or until
     their earlier resignation or removal. Except as the General Corporation Law
     may otherwise require, in the interim between annual meetings of
     stockholders or of special meetings of stockholders called for the election
     of directors and/or for the removal of one or more directors and for the
     filling of any vacancy in that connection, newly created directorships and
     any vacancies in the Board of Directors, including unfilled vacancies
     resulting from the removal of directors for cause or without cause, may be
     filled bu the vote of a majority of the remaining directors then in office,
     although less than a quorum, or by the sole remaining director.

4.   MEETINGS.

     TIME. Meetings shall be held at such a time as the Board shall fix, except
     that the first meeting of a newly elected Board shall be held as soon after
     as its election as the directors may conveniently assemble.

     PLACE. Meetings shall be held at such place within or without the State of
     Delaware as shall be fixed by the Board.

     CALL. No call shall be required for regular meetings for which the time and
     place have been fixed. Special meetings may be called by or at the
     direction of the Chairperson of the Board, if any, the Vice-Chairperson of
     the Board, if any, of the President, or of a majority of the directors in
     office.

     NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be required for
     regular meetings for which the time and place have been fixed. Written,
     oral, or any other mode of notice of the time and place shall be given for
     special meetings in sufficient time for the convenient assembly of the
     directors thereat. Notice need not be given to any director or to any
     member of a committee of directors who submits a written waiver of notice

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     signed by such director or member before or after the time stated therein.
     Attendance of any such person at a meeting shall constitute a waiver of
     notice of such a meeting, except when such person attends a 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. Neither the business to be transacted at, nor the purpose of, any
     regular or special meeting of the directors need be specified in any
     written waiver of notice.

     QUORUM AND ACTION. A majority of the whole Board shall constitute q quorum
     except when a vacancy or vacancies prevents such majority, whereupon a
     majority of the directors in office shall constitute a quorum, provided,
     that such majority shall constitute at least one-third of the whole Board.
     A majority of the directors present, whether or not a quorum is present,
     may adjourn a meeting to another time and place. Except as herein otherwise
     provided, and except as otherwise provided by the General Corporation Law,
     the vote of the majority of the directors present at a meeting at which a
     quorum is present shall e the act of the Board. The quorum and voting
     provisions herein stated shall not be construed as conflicting with and
     provisions of the General Corporation Law and these Bylaws which govern a
     meeting of directors held to fill vacancies and newly created directorships
     in the Board or action of disinterested directors.

     Any member or members of the Board of Directors or of any committee
     designated by the Board, may participate in a meeting of the Board, or any
     such committee, as the case may be, by means of conference telephone or
     similar communications equipment by means of which all persons
     participating in the meeting can hear each other.

     CHAIRPERSON OF THE MEETING. The Chairperson of the Board, if any and
     present and acting, shall preside at all meetings. Otherwise, the
     Vice-Chairperson of the Board, if any and if present and acting, or the
     President, if present and acting, or any other director chosen by the
     Board, shall preside.

5.   REMOVAL OF DIRECTORS. Except as may otherwise be provided by the General
     Corporation Law, any director or the entire Board of Directors may be
     removed, with or without cause, by the holders of a majority of the shares
     then entitled to vote at an election of directors.

6.   COMMITTEES. The Board of Directors may 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 any
     member of any such committee or committees, the member or members thereof
     present at any meeting and not disqualified from voting, whether or not
     such member or members 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, shall have and may exercise all
     the powers and authority of the Board of Directors in the management of the

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     business and affairs of the corporation with the exception of any power or
     authority the delegation of which is prohibited by Section 141 of the
     General Corporation Law, and may authorize the seal of the corporation to
     be affixed to all papers which may require it.

7.   WRITTEN ACTION. Any action required or permitted to be taken at any meeting
     of the Board of Directors or 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, and the writing or writings are filed with the
     minutes of proceedings of the Board or committee.

ARTICLE III

OFFICERS

     The officers of the corporation shall consist of a President, a Secretary,
     a Treasurer, and, if deemed necessary, expedient, or desirable by the Board
     of Directors, a Chairperson of the Board, a Vice-Chairperson of the Board,
     and Executive Vice-President, one or more other Vice-Presidents, one or
     more Assistant Secretaries, one or more Assistant Treasurers, and such
     other officers with such titles as the resolution of the Board of Directors
     choosing them shall designate. Except as may otherwise be provided in the
     resolution of the Board of Directors choosing such officer, no officer
     other than the Chairperson or Vice-Chairperson of the Board, if any, need
     be a director. Any number of offices may be held by the same person, as the
     directors may determine.

     Unless otherwise provided in the resolution choosing such officer, each
     officer shall be chosen for a term which shall continue until the next
     meeting of the Board of Directors following the next annual meeting of the
     stockholders and until such officer's successor shall have been chosen and
     qualified.

     All officers of the corporation shall have such authority and perform such
     duties in the management and operation of the corporation as shall be
     prescribed in the resolutions of the Board of Directors designating and
     choosing such officers and prescribing their authority and duties, and
     shall have such additional authority and duties as are incident to their
     office except to the extent that such resolutions may be inconsistent
     therewith. The Secretary or an Assistant Secretary of the corporation shall
     record all of the proceedings of all meetings and actions in writing of
     stockholders, directors, and committees of directors, and shall exercise
     such additional authority and perform such additional duties as the Board
     shall assign to such Secretary or Assistant Secretary. Any officer may be
     removed, with or without cause, by the Board of Directors. Any vacancy in
     any office may be filled by the Board of Directors.

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ARTICLE IV

CORPORATE SEAL

     The corporate seal shall be in such form as the Board of Directors shall
     prescribe.

ARTICLE V

FISCAL YEAR

     The fiscal year of the corporation shall be fixed, and shall be subject to
     change, by the Board of Directors.

ARTICLE VI

CONTROL OVER BYLAWS

     Subject to the provisions of the certificate of incorporation and the
     provisions of the General Corporation Law, the power to amend, alter, or
     repeal these Bylaws and to adopt new Bylaws may be exercised by the Board
     of Directors or by the stockholders.

     I HEREBY CERTIFY that the foregoing is a full, true, and correct copy of
the Bylaws of Hornby International, Inc., a Delaware corporation, as in effect
on the date hereof.

Dated: August 26, 1998

                                                 /s/ Maureen Brogan
                                                 -------------------------------
                                                 Maureen Brogan, Secretary
                                                 of Hornby International, Inc.

(SEAL)

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