Exhibit 3.2

                                     BY-LAWS

                                       OF

                        AUSTRALIAN OIL & GAS CORPORATION

                            (a Delaware corporation)


                                    ARTICLE I

                                     Offices

     SECTION 1. Registered Office. The registered office of the Corporation
within the State of Delaware shall be located at United Corporate Services,
Inc., 15 East North Street in the City of Dover, County of Kent.

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

                                   ARTICLE II

                                  Stockholders

     SECTION 1. Place of Meetings. All meeting of the stockholders of the
Corporation for the election of Directors or for any other purpose shall be held
at any 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 meeting or in a written waiver signed by the person entitled to such notice
or a waiver by electronic transmission by the person entitled to such notice.
The Board of Directors may, in its discretion, determine that the meeting shall
not be held at any place, but may instead be held solely by means of remote
communication in the manner permitted by the General Corporation Law of the
State of Delaware.

     SECTION 2. Annual Meeting. The annual meeting of the stockholders 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 meeting or in a written waiver signed
by the person entitled to such notice or a waiver by electronic transmission by
the person entitled to such notice. At such annual meeting, the stockholders
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. Special Meetings. Special meetings of the stockholders, unless
otherwise prescribed by statute, may be called at any time by the Board of
Directors, the Chairman of the Board, if one shall have been elected, or the
Vice Chairman of the Board, if one should have been elected.

     SECTION 4. Notice of Meetings; Waiver. Except as otherwise expressly
required by statute, written notice of each annual and special meeting of
stockholders stating the date, place, if any, and hour of the meeting, and the
means of remote communication, if any, by which stockholders and proxy holders
may be deemed to be present in person and vote at such meeting, shall be given
to each stockholder of record entitled to vote thereat not less than ten nor
more than sixty days before the date of meeting. Business transacted at any


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special meeting of stockholders shall be limited to the purposes stated in the
notice. Notice shall be given personally or by mail and, if by mail, shall be
sent in a postage prepaid envelope, addressed to the stockholder at his or her
address as it appears on the records of the Corporation. Notice by mail shall be
deemed given at the time when the same shall be deposited in the United States
mail, postage prepaid. To the fullest extent permitted by the General
Corporation Law of the State of Delaware, notice shall be permitted to be
provided by electronic transmission. Notice of any meeting shall not be required
to be given to any person who attends such meeting, except when such person
attends the meeting in person or by proxy 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, or who, either before or after the
meeting, shall submit a signed written waiver or notice, or a waiver of notice
by electronic transmission, in person or by proxy. Neither the business to be
transacted at, nor the purpose of, an annual or special meeting of stockholders
need be specific in any written waiver of notice or any waiver of notice by
electronic transmission.

     SECTION 5. List of Stockholders. The officer who has charge of the stock
ledger of the Corporation shall prepare and make, at least ten days before each
meeting of stockholders, a complete list of the stockholders entitled to vote at
the meeting, arranged in alphabetical order, showing the address of and the
number of shares registered in the name of each stockholder. Such list shall be
open to the examination by any stockholder, for any purpose germane to the
meeting, for a period of at least ten days prior to the meeting, during ordinary
business hours, at the Corporation's principal place of business or, 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. If the
meeting is to be held at a place, 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 of the Corporation who is present. If the meeting
is to be held solely by means of emote 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 meeting.

     SECTION 6. Quorum; Adjournments. Except as otherwise provided by statute or
by the Certificate of Incorporation, the holders of a third of the voting power
of the issued and outstanding stock of the Corporation entitled to vote thereat,
present in person or represented by proxy, shall constitute a quorum for the
transaction of business at all meetings of stockholders, and where a separate
vote by a class is required, a third of the voting power of the outstanding
shares of such class, present in person or represented by proxy, shall
constitute a quorum entitled to take action with respect to that vote on that
matter and the affirmative vote of the third of the shares of such class,
present in person or represented by proxy at the meeting, shall be the act of
such class. If, however, such quorum shall not be present or represented by
proxy at any meeting of stockholders, the stockholders entitled to vote thereat,
present in person or represented by proxy, shall have the 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 by proxy. At such
adjourned meeting at which a quorum shall be present or represented by proxy,
any business may be transacted which might have been transacted at the meeting
as originally called. If the adjournment is for more than thirty days, or, if
after adjournment a new record date is set, a notice of the adjourned meeting
shall be given to each stockholder of record entitled to vote at the meeting.

     SECTION 7. Organization. At each meeting of stockholders, the Chairman of
the Board, if one shall have been elected, or, the Vice Chairman, if one shall
have been elected, or in their absence or if one shall not have been elected,
the President, shall act as Chairman of the meeting. The Secretary or, in his or
her absence or inability to act, the person whom the Chairman of the meeting
shall appoint secretary of the meeting, shall act as Secretary of the meeting
and keep the minutes thereof.


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     SECTION 8. Telephonic Meeting. Unless restricted by the Certificate of
Incorporation, any one or more stockholders may participate in any meeting of
the stockholders, whether annual, special or otherwise, by a conference
telephone or other communications equipment by means of which all persons
participating in the meeting can hear each other. Participation by such means
shall constitute presence in person at a meeting.

     SECTION 9. Order of Business. The order of business at all meetings of the
stockholders shall be as determined by the Chairman of the meeting.

     SECTION 10. Voting. Except as otherwise provided by statute or the
Certificate of Incorporation, each stockholder of the Corporation shall be
entitled at each meeting of stockholders to one vote for each share of capital
stock of the Corporation standing in his or her name on the record of
stockholders of the Corporation:

          (a) on the date fixed pursuant to the provisions of Section 7 of
     Article V of these By-Laws as the record date for the determination of the
     stockholders who shall be entitled to notice of and to vote at such
     meeting; or

          (b) if no such record date shall have been so fixed, then at the close
     of business on the day next preceding the day on which notice thereof shall
     be given, or, if notice is waived, at the close of business on the date
     next preceding the day on which the meeting is held.

     SECTION 11. Proxies. Each stockholder entitled to vote at any meeting of
stockholders may authorize another person or persons to act for him or her by a
proxy signed by such stockholder or his or her attorney-in-fact, but no proxy
shall be voted after three years from its date, unless the proxy provides for a
longer period. Any such proxy shall be delivered to the Secretary of the meeting
at or prior to the time designated in the order of business for so delivering
such proxies. When a quorum is present at any meeting, the vote of the holders
of a majority of the voting power of the issued and outstanding stock of the
Corporation entitled to vote thereon, 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 statute or of the Certificate of
Incorporation or of these By-Laws, a different vote is required, in which case
such express provision shall govern and control the decision of such question.
Unless required by statute, or determined by the Chairman of the meeting to be
advisable, the vote on any question need not be by written ballot. On a vote by
written ballot, each written ballot shall be signed by the stockholder voting,
or by his or her proxy, if there be such proxy, and shall state the number of
shares voted. The Board of Directors may permit stockholders to cast votes by
ballots submitted by electronic transmission in lieu of casting votes by written
ballots, provided that such electronic submission either sets forth or is
submitted with information from which it can be determined that the electronic
transmission was authorized by a stockholder or proxy holder.

     SECTION 12. Inspectors. The Board of Directors may, in advance of any
meeting of stockholders, appoint one or more inspectors to act at such meeting
or any adjournment thereof. If any of the inspectors so appointed shall fail to
appear or act, the Chairman of the meeting shall, or if inspectors shall not
have been appointed, the Chairman of the meeting may, appoint one or more
inspectors. Each inspector, before entering upon the discharge of his or her
duties, shall take and sign an oath faithfully to execute the duties of

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inspector at such meeting with strict impartiality and according to the best of
his or her ability. The inspectors shall determine the number of shares of
capital stock of the Corporation outstanding and the voting power of each, the
number of shares 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 all votes, ballots or consents, determine the
results, and do such acts as are proper to conduct the election or vote with
fairness to all stockholders. On request of the Chairman of the meeting, the
inspectors shall make a report in writing of any challenge, request or matter
determined by them and shall execute a certificate of any fact found by them. No
director or candidate for the office of director shall act as an inspector of an
election of Directors. Inspectors need not be stockholders.

     SECTION 13. Action by Consent. Whenever the vote of stockholders at a
meeting thereof is required or permitted to be taken for or in connection with
any corporate action, by any provision of statute or of the Certificate of
Incorporation or of these By-Laws, the meeting and vote of stockholders may be
dispensed with, and the action taken without such meeting and vote, if a consent
in writing, setting for 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 of
stock of the corporation entitled to vote thereon were present and voted. To the
fullest extent permitted by the General Corporation Law of the State of
Delaware, a telegram, cablegram or other electronic transmission consenting to
an action to be taken and transmitted by a stockholder or proxy holder, or by a
person or persons authorized to act for a stockholder or proxy holder, shall be
deemed to be written signed and dated for the purposes of this Section 12.

                                   ARTICLE III

                               Board of Directors

     SECTION 1. General Powers. The business and affairs of the Corporation
shall be managed by or under the direction of the Board of Directors. The Board
of Directors may exercise all such authority and powers of the Corporation and
do all such lawful acts and things as are not directed or required by statute or
the Certificate of Incorporation to be exercised or done by the stockholders,
except as restricted by the following provisions of Section 2 of this Article
III.

     SECTION 2. Number, Qualifications, Election and Term of Office. The number
of directors constituting the initial Board of Directors shall be as determined
in the resolution of the Incorporator of the Corporation electing the initial
Board of Directors. Thereafter, the number of directors may be fixed, from time
to time, by the affirmative vote of a majority of the entire Board of Directors
or by action of the stockholders of the Corporation. Any decrease in the number
of directors shall be effective at the time of the next succeeding annual
meeting of the stockholders unless there shall be vacancies in the Board of
Directors, in which case such decrease may become effective at any time prior to
the next succeeding annual meeting to the extent of the number of such
vacancies. Directors need not be stockholders of the Corporations. Except as
otherwise provided by stature, these By-laws or any agreement to the contrary
between the Corporation and all its stockholders, the directors (other than
members of the initial Board of Directors) shall be elected at the annual
meeting of stockholders. Each director shall hold office until his or her
successor shall have been elected and qualified, or until his or her death, or
until he or she shall have resigned, or have been removed, as hereinafter
provided in these By-Laws.

     SECTION 3. Place of Meetings. Meetings of the Board of Directors shall be
held at such place or places, within or without the State of Delaware, as the
Board of Directors may from time to time determine or as shall be specified in
the notice of any such meeting.



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     SECTION 4. Annual Meeting. The Board of Directors shall meet for the
purpose of organization, the election of officers and the transaction of other
business, as soon as practicable after each annual meeting of stockholders, on
the same day and at the same place where such annual meeting shall be held.
Notice of such meeting need not be given. In the event such annual meeting is
not so held, the annual meeting of the Board of Directors may be held at such
other time or place (within or without the State of Delaware) as shall be
specified in a notice thereof given as hereinafter provided in Section 7 of this
Article III.

     SECTION 5. Regular Meetings. Regular meetings of the Board of Directors
shall be held at such time and place as the Board of Directors may fix. If any
day fixed for a regular meeting shall be a legal holiday at the place where the
meeting is to be held, then the meeting which would otherwise be held on that
day shall be held at the same hour on the next succeeding business day. Notice
of regular meetings of the Board of Directors need not be given except as
otherwise required by the statute or these By-Laws.

     SECTION 6. Special Meetings. Special meetings of the Board of Directors may
be called by the Chairman of the Board, if one shall have been elected, or by
two or more Directors of the Corporation or by the Vice Chairman, if one shall
have been elected, or by the President.

     SECTION 7. Notice of Meetings. Notice of each special meeting of the Board
of Directors (and of each regular meeting for which notice shall be required)
shall be given by the Secretary as hereinafter provided in this Section 7, in
which notice shall be stated the time and place of the meeting. Except as
otherwise required by these By-Laws, such notice need not state the purposes of
such meeting. Notice of each such meeting shall be mailed, postage prepaid, to
each director, addressed to him or her at his or her residence or usual place of
business, by first class mail, at least ten days before the day on which such
meeting is to be held, or shall be sent addressed to him or her at such place by
telegraph, cable, telex, telecopy or other similar means, or be delivered to him
or her personally or be given to him or her by telephone, electronic
transmission or other similar means, at least forty eight hours before the time
at which such meeting is to be held. Notice of any such meeting need not be
given to any director who shall, either before or after the meeting, submit a
signed waiver of notice or who shall attend such meeting, except when he or she
shall attend 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.

     SECTION 8. Quorum and Manner of Acting; Adjournment. A majority of the
entire Board of Directors shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors, and, except as otherwise
expressly required by statute or the Certificate of Incorporation or these
By-Laws, 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. In the absence of
a quorum at any meeting of the Board of Directors, a majority of the Directors
present thereat may adjourn such meeting to another time and place. Notice of
the time and place of any such adjourned meeting shall be given to all the
Directors unless such time and place were announced at the meeting at which the
adjournment was taken, in which case such notice shall only be given to the
Directors who were not present thereat. At any adjourned meeting at which a
quorum is present, any business may be transacted which might have been
transacted at the meeting as originally called. The Directors shall act only as
a Board and the individual Directors shall have no power as such.

     SECTION 9. Organization. At each meeting of the Board of Directors, the
Chairman of the Board, if one shall have been elected, or, in the absence of the
Chairman of the Board or if one shall not have been elected, the President (or,
in his or her absence, another director chosen by a majority of the Directors
present) shall act as Chairman of the meeting and preside thereat. The Secretary
or, in his her absence, any person appointed by the Chairman shall act as
Secretary of the meeting and keep the minutes thereof.



<PAGE>
     SECTION 10. Resignations. Any Director of the Corporation may resign at any
time by notice given in writing or by electronic transmission of his or her
resignation to the Corporation. Any such resignation shall take effect at the
time specified therein or, if the time when it shall become effective shall not
be specified therein, immediately upon its receipt. Unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.

     SECTION 11. Vacancies. Any vacancy in the Board of Directors, whether
arising from death, resignation, removal (with or without cause), an increase in
the number of Directors or any other cause, may be filled by the vote of a
majority of the Directors then in office, though less than a quorum, or by the
sole remaining Director or by the stockholders at the next annual meeting
thereof or at a special meeting thereof. Each Director so elected shall hold
office until his or her successor shall have been elected and qualified.

     SECTION 12. Removal of Directors. Any Director may be removed, either with
or without cause, at any time, by the holders of fifty (50%) percent of the
voting power issued and outstanding capital stock of the Corporation entitled to
vote at an election of Directors.

     SECTION 13. Compensation. The Board of Directors shall have the authority
to fix the compensation, including fees and reimbursement of expenses, of
Directors for services to the Corporation in any capacity.

     SECTION 14. Committees. The Board of Directors may, by resolution passed by
a majority of the entire Board of Directors, designate one or more committees,
including an executive committee, each committee to consist of one or more of
the Directors of the Corporation. The Board of Directors 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 addition, 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 she 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.

     Except to the extent restricted by statute or the Certificate of
Incorporation, each such committee, to the extent provided in the resolution
creating it, shall have and may exercise all the powers and authority of the
Board of Directors and may authorize the seal of the Corporation to be affixed
to all papers which require it. Each such committee shall serve at the pleasure
of the Board of Directors and have such name as may be determined from time to
time by resolution adopted by the Board of Directors. Each committee shall keep
regular minutes of its meetings and report the same to The Board of Directors.

     SECTION 15. Action by Consent. Unless restricted by the Certificate of
Incorporation, any action required or permitted to be taken by the Board of
Directors or any committee thereof may be taken without a meeting if all members
of the Board of Directors or such committee, as the case may be, consent thereto
in writing or by electronic transmission, and the writing or writings or
electronic transmission or transmissions are filed with the minutes of the
proceedings of the Board of Directors or such committee, as the case may be.
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.


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     SECTION 16. Telephonic Meeting. Unless restricted by the Certificate of
Incorporation, any one or more members of the Board of Directors or any
committee thereof may participate in a meeting of the Board of Directors or such
committee by a conference telephone or other communications equipment by means
of which all persons participating in the meeting can hear each other.
Participation by such means shall constitute presence in person at a meeting.

                                   ARTICLE IV

                                    Officers

     SECTION 1. Number and Qualifications. The officers of the Corporation shall
be elected by the Board of Directors. Such officers shall include the Chief
Executive Officer, the Chief Operating Officer, the Chairman of the Board of
Directors, the Vice Chairman of the Board of Directors, the President, the
Secretary and the Treasurer and may also include one or more Vice-Presidents.
The Board of Directors may also elect as an officer of the Corporation a
Chairman of the Board and, as may be necessary or desirable for the business of
the Corporation, may elect such other officers (including one or more Assistant
Treasurers and one or more Assistant Secretaries) with such titles and duties as
the Board of Directors shall state in a resolution which is not inconsistent
with these By-Laws. Any two or more offices may be held by the same person, and
no officer except the Chairman of the Board need be a Director. Each officer
shall hold office until his or her successor shall have been duly elected and
shall have qualified, or until his or her death, or until he or she shall have
resigned or have been removed, as hereinafter provided in these By-Laws.

     SECTION 2. Resignations. Any officer of the Corporation may resign at any
time by giving written notice of his or her resignation to the Corporation. Any
such resignation shall take effect at the time specified therein or, if the time
when it shall become effective shall not be specified therein, immediately upon
receipt. Unless otherwise specified therein, the acceptance of any such
resignation shall not be necessary to make it effective.

     SECTION 3. Removal. Any officer of the Corporation may be removed, either
with or without cause, at any time, by the Board of Directors at any meeting
thereof.

     SECTION 4. Chairman of the Board. The Chairman of the Board, if one shall
have been elected, shall be a member of the Board and, if present, shall preside
at each meeting of the Board of Directors or the stockholders. He or she shall
advise and counsel with the President, and in his or her absence with other
executives of the Corporation and shall perform such other duties as may from
time to time be assigned to him or her by the Board of Directors.

     SECTION 5. Vice Chairman of the Board. The Vice Chairman of the Board, if
one shall have been elected, shall be a member of the Board and, if present, in
the absence of the Chairman, shall preside at each meeting of the Board of
Directors or the stockholders. He or she shall advise and counsel with the
Chairman and President, and in their absence with other executives of the
Corporation and shall perform such other duties as may from time to time be
assigned to him or her by the Board of Directors.

     SECTION 6. Chief Executive Officer. The Chief Executive Officer shall be
the chief executive officer of the Corporation and shall preside at all meetings
of the shareholders and at all meetings of the Board of Directors, unless the
Chairman of the Board of Directors has been appointed and is present. The Chief
Executive Officer shall perform such other duties and have such other powers as
the Board of Directors shall determine from time to time.


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     SECTION 7. Chief Operating Officer. The Chief Operating Officer shall
perform such duties and have such powers as the Board of Directors shall
designate from time to time.

     SECTION 8. President. Should the office of the Chief Executive Officer be
vacant, and in the absence or disability of the Chief Executive Officer, the
President shall be the chief executive officer of the Corporation and shall
preside at each meeting of the Board of Directors or the stockholders. He or she
shall perform all duties incident to the office of President and chief executive
officer and such other duties as may from time to time be assigned to him or her
by the Board of Directors.

     SECTION 9. Vice President. If the Corporation has one or more
Vice-Presidents, each Vice-President shall perform all such duties as from time
to time may be assigned to him or her by the Board of Directors or the
president. At the request of the President or in his or her absence or in the
event of his or her inability or refusal to act, the Vice President, if the
Corporation has one, or if there shall be more than one, the Vice-Presidents in
the order determined by the Board of Directors (or if there be no such
determination, then the Vice-Presidents in the order of their election), shall
perform the duties of the president, and, when so acting, shall have the powers
of and be subject to the restrictions placed upon the President in respect of
the performance of such duties.

     SECTION 10. Treasurer. The Treasurer shall:

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

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

          (c) deposit all moneys and other valuables to the credit of the
     Corporation in such depositories as may be designated by the Board of
     Directors or pursuant to its direction;

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

          (e) disburse the funds of the Corporation and supervise the
     investments of its funds, taking proper vouchers thereof;

          (f) render to the Board of Directors, whenever the Board of Directors
     may require, an account of the financial condition of the Corporation; and

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

     SECTION 11. Secretary. The secretary shall:

          (a) keep or cause to be kept in one or more books provided for the
     purpose, the minutes of all meetings of the Board of Directors, the
     committees of the Board of Directors and the stockholders;

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


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

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

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

     SECTION 12. The Assistant Treasurer. 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
or her inability or refusal to act, perform the duties and exercise the powers
of the Treasurer and shall perform such other duties as from time to time may be
assigned by the Board of Directors.

     SECTION 13. The Assistant Secretary. 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 or her
inability or refusal to act, perform the duties an exercise the powers of the
Secretary and shall perform such other duties as from time to time may be
assigned by the Board of Directors.

     SECTION 14. Officers' Bonds or Other Security. If required by the Board of
Directors, any officer of the Corporation shall give a bond or other security
for the faithful performance of his or her duties, in such amount and with such
surety as the Board of Directors may require.

     SECTION 15. Compensation. The compensation of the officers of the
Corporation for their services as such officers shall be fixed from time to time
by the Board of Directors. An officer of the Corporation shall not be prevented
from receiving compensation by reason of the fact that he or she is also a
Director of the Corporation.

                                    ARTICLE V

                                  Capital Stock

     SECTION 1. Stock Certificates. 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 of the Board or the President or a Vice-President
and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant
Secretary of the Corporation, certifying the number of shares owned by him or
her in 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 designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations or
restriction 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 the State 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 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.


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     SECTION 2. Facsimile; Signatures. Any or all of the signatures on a
certificate may 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 he or she were such officer, transfer agent or registrar at the date of
issue.

     SECTION 3. Lost, Stolen or Destroyed Certificates. 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. 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 or her legal
representative, to give the Corporation a bond in such sum as it may direct
sufficient to indemnify it against any claim that may be made against the
Corporation on account of the alleged loss, theft or destruction of any such
certificate or certificates or the issuance of such new certificate.

     SECTION 4. Transfers of Stock. 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, assignment 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 records; provided, however, that the Corporation shall be
entitled to recognize and enforce any lawful restriction on transfer. Whenever
any transfer of stock shall be made for collateral security, and not absolutely,
it shall be so expressed in the entry of transfer if, when the certificates are
presented to the Corporation for transfer, both the transferor and the
transferee request the Corporation to do so.

     SECTION 5. Transfer Agents and Registrars. The Board of Directors may
appoint, or authorize any officer or officers to appoint, one or more transfer
agents and one or more registrars.

     SECTION 6. Regulations. The Board of Directors may make such additional
rules and regulations, not inconsistent with these By-Laws, as it may deem
expedient concerning the issue, transfer and registration of certificates for
shares of capital stock of the Corporation.

     SECTION 7. Fixing the Record Date. 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 to express consent to corporate
action in writing without a meeting, 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.

     SECTION 8. Registered Stockholders. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its records as the owner
of shares of stock to receive dividends and to vote as such owner, shall be
entitled to hold liable for calls and assessments a person registered on its
records as the owner of shares of stock, and shall not be bound to recognize any
equitable or other claim to or interest in such share or shares of stock 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.


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                                   ARTICLE VI

                    Indemnification of Directors and Officers

     SECTION 1. General. The Corporation shall indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation), by
reason of the fact that he or she is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him or her in connection with such action, suit or proceeding if he
or she acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the Corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he or she reasonably believed to be
in or not opposed to the best interests of the Corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that his or
her conduct was unlawful.

     SECTION 2. Derivative Actions. The Corporation shall indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the Corporation to
procure a judgement in its favor by reason of the fact that he or she is or was
a director, officer, employee or agent of the Corporation, or is or was serving
at the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees) actually and reasonable incurred by
him or her in connection with the defense or settlement of such action or suit
if he or she acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interests of the Corporation, provided that
no indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Corporation
unless and only to the extent that the Court of Chancery of the State of
Delaware or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Delaware court of Chancery or such other
court shall deem proper.

     SECTION 3. Indemnification in Certain Cases. To the extent that a director,
officer, employee or agent of the Corporation has been successful on the merits
or otherwise in defense of any action, suit or proceeding referred to in
Sections 1 and 2 of this ArticleVI, or in defense of any claim, issue or matter
therein, he or she shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him or her in connection therewith.

     SECTION 4. Procedure. Any indemnification under Sections 1 and 2 of this
Article VI (unless ordered by a court) shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances because he
or she has met the applicable standard of conduct set forth in such Sections 1
and 2 of this Article VI. Such determination shall be made (a) by the Board of
Directors by a majority vote of a quorum consisting of Directors who were not
parties to such action, suit or proceeding, or (b) if such a quorum is not
obtainable, or, even if obtainable a majority vote of a quorum of disinterested
Directors so directs, by independent legal counsel in a written opinion, or (c)
by a majority vote of the stockholders who were not parties to such action, suit
or proceeding.


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     SECTION 5. Advances for Expenses. Expenses incurred in defending a civil or
criminal action, suit or proceeding may 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 the director, officer, employee or agent to repay
such amount if it shall be ultimately determined that he or she is not entitled
to be indemnified by the Corporation as authorized in this Article VI.

     SECTION 6. Rights Not-Exclusive. The indemnification and advancement of
expenses provided by, or granted pursuant to, the other subsections of this
Article VI shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled under any
law, by-law, agreement, vote of stockholders or disinterested Directors or
otherwise, both as to action in his or her official capacity and as to action in
another capacity while holding such office.

     SECTION 7. Insurance. The Corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him or her and incurred by him or her in any such capacity, or
arising out of his or her status as such, whether or not the Corporation would
have the power to indemnify him or her against such liability under the
provisions of this Article VI.

     SECTION 8. Definition of Corporation. For the purposes of this Article VI,
references to "the Corporation" include all constituent corporations absorbed in
a consolidation or merger as well as the resulting or surviving corporation so
that any person who is or was a director, officer, employee or agent of such a
constituent corporation or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise shall stand in the same
position under the provisions of this Article VI with respect to the resulting
or surviving corporation as he or she would if he or she had served the
resulting or surviving corporation in the same capacity.

     SECTION 9. Survival of Rights. The indemnification and advancement of
expenses provided by or granted pursuant to this Article VI shall continue as to
a person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such a person

                                   ARTICLE VII

                               General Provisions

     SECTION 1. Dividends. Subject to any applicable provisions of law and the
Certificate of Incorporation, dividends upon the shares of capital stock of the
Corporation may be declared by the Board of Directors at any regular or special
meeting of the Board of Directors. Dividends may be paid in cash, property or
shares of stock of the Corporation, unless otherwise provided by statute or the
Certificate of Incorporation.

     SECTION 2. Reserves. 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 Board of Directors may, from time to time, in its 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 Board of Directors may think conducive to the
interests of the Corporation. The Board of Directors may modify or abolish any
such reserves in the manner in which it was created.



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     SECTION 3. Seal. The seal of the Corporation shall be in such form as shall
be approved by the Board of Directors.

     SECTION 4. Fiscal Year. The fiscal year of the Corporation shall be fixed,
and once fixed, may thereafter be changed, by resolution of the Board of
Directors.

     SECTION 5. Checks, Notes, Drafts, Etc. All checks, notes, drafts or other
orders for the payment of money of the Corporation shall be signed, endorsed or
accepted in the name of the Corporation by such officer, officers, person or
persons as from time to time may be designated by the Board of Directors or by
an officer or officers authorized by the Board of Directors to make such
designation.

     SECTION 6. Execution of Contracts, Deeds, Etc. The Board of Directors may
authorize any officer or officers, agent or agents, in the name and on behalf of
the Corporation to enter into or execute and deliver any and all deeds, bonds,
mortgages, contracts and other obligations or instruments, and such authority
may be general or confined to specific instances.

     SECTION 7. Voting of Stock in Other Corporations. Unless otherwise provided
by resolution of the Board of Directors, the Chairman of the Board, the Vice
Chairman of the Board or the President, from time to time, may (or may appoint
one or more attorneys or agents to) cast the votes which the Corporation may be
entitled to cast as a shareholder or otherwise in any other corporation, any of
whose shares or securities may be held by the Corporation, at meetings of the
holders of the shares or other securities of such other corporation. In the
event of one or more attorneys or agents are appointed, the Chairman of the
Board, the Vice Chairman of the Board or the President may instruct the person
or persons so appointed as to the manner of casting such votes or giving such
consent. The Chairman of the Board, the Vice Chairman of the Board or the
President may, or may instruct the attorneys or agents appointed to, execute or
cause to be executed in the name and on behalf of the Corporation and under its
seal or otherwise, such written proxies, consents, waivers or other instruments
as may be necessary or proper in the circumstances.

                                  ARTICLE VIII

                                   Amendments

These By-Laws may be amended or repealed or new by-laws adopted (a) by action of
the stockholders entitled to vote thereon at any annual or special meeting or
stockholders or (b) as the Certificate of Incorporation so provides, by action
of the Board of Directors at a regular or special meeting thereof. Any by-law
made by the Board of Directors may be amended or repealed by action of the
stockholders at any annual or special meeting of stockholders.


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