EXHIBIT 3.2

                                     BYLAWS
                                       OF
                               PAN AM CORPORATION


                                    ARTICLE I


                                 IDENTIFICATION

         SECTION 1. SEAL. The seal of the Corporation shall be circular in form
and mounted upon a metal die, suitable for impressing upon paper, and shall bear
the name of the Corporation and such symbols or words as the Board of Directors
of this Corporation may decide.

         SECTION 2. PLACE OF BUSINESS. The Corporation may have offices and do
business at any place in any of the states, districts or territories of the
United States and in any and all foreign countries.

                                   ARTICLE II

                    STOCK CERTIFICATES, TRANSFER AND RECORDS

         SECTION 1. FORMS OF SHARE CERTIFICATES. The shares of the Corporation
shall be represented by certificates, in such forms as the Board of Directors
may prescribe, signed by the President or a Vice President and the Secretary or
an Assistant Secretary and sealed with the seal of the Corporation or a
facsimile thereof. The signatures of the officers upon a certificate may be
facsimiles if the certificate is manually signed on behalf of a Transfer Agent
or a Registrar other than the Corporation or its employees. In case any officer
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer before such certificate is issued, it may
be issued by the Corporation with the same effect as if he/she were such officer
at the date of issue.

         Each certificate representing shares shall state upon the face thereof:

                  (1) The name of the Corporation;

                  (2) That this Corporation is formed under the laws of the
State of Florida;

                  (3) The name of the person or persons to whom issued;

                  (4) The number and class of shares, and the designation of the
series, if any, which such certificate represents; and

                  (5) The par value of each share represented by such
certificate, or a statement that the shares are without par value.


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         Should the Articles of Incorporation presently authorize, or be amended
to authorize, the issuance of shares of more than one class or more than one
series, in that event each certificate representing shares issued by the
Corporation shall set forth or fairly summarize upon the face or back of the
certificate, or shall state that the Corporation will furnish to any shareholder
upon request and without charge, a full statement of:

                  (1) The designations, preferences, limitations, and relative
rights of each class or series of authorized shares to be issued.

                  (2) The variations in the relative rights and preferences
between the shares of each such series so far as the same have been fixed and
determined and the authority of the Board of Directors to fix and determine the
relative rights and preferences of subsequent series.

         Every certificate representing shares which are restricted as to sale,
disposition or other transfer of such shares shall state that such shares are
restricted as to transfer and shall set forth or fairly summarize upon the
certificate or shall state that the Corporation will furnish to any shareholder
upon request and without charge a full statement of such restrictions.

         SECTION 2. TRANSFER OF SHARES. The rights against the Corporation
inherent in the shares represented by any stock certificate of this Corporation
are transferable only by registration of such shares in the name of the assignee
as the registered holder on the Stock Transfer Books of the Corporation. The
Board of Directors may appoint one or more Transfer Agents and/or Registrars,
jointly or severally, of the certificates representing the shares of stock of
the Corporation and the Board of Directors may adopt such rules and regulations
concerning the issue, transfer and registration of the stock of this Corporation
as it may deem expedient, consistent with law, and may delegate the maintenance
of the Stock Transfer Books and Record of Shareholders and Shareholders' Meeting
Ledger derived therefrom to any duly appointed Transfer Agent of the
Corporation.

         SECTION 3. RECORD OF SHAREHOLDERS. The Corporation shall keep at its
registered office or principal place of business or at the office of its
Transfer Agent or Registrar, among other records, a Record of Shareholders
setting forth, among other things, the names and addresses of the holders of all
issued shares of the Corporation, the number, class and series, if any, of
shares held by each, the certificate numbers representing such shares and the
date of issue of the certificates representing such shares, and a Stock Register
setting forth the total number of shares which the Corporation is authorized to
issue, and the total number of shares actually issued.

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         Whenever the Corporation shall have six or more shareholders, the
officer or agent having charge of the Stock Transfer Books for shares of the
Corporation shall make, at least 10 days before each meeting of shareholders, a
Shareholders' Meeting Ledger which shall be a complete list of the shareholders
entitled to vote at such meeting or any adjournment thereof, with the address of
and the number and class and series, if any, of shares held by each. Such list
shall be kept on file at the registered office of the Corporation, at the
principal place of business of the Corporation or at the office of the transfer
agent for a period of 10 days prior to such meeting and shall be subject to
inspection by any shareholder at any time during the meeting. Shareholders shall
be responsible for notifying the Corporation or a Transfer Agent, in writing, of
any changes in their names or addresses from time to time, and failure so to do
will relieve the Corporation, its other stockholders, directors, officers,
agents and attorneys, of Liability for failure to direct notices or other
documents, or to pay over or transfer dividends or other property or rights to a
name or address other than the name and address appearing in the Stock Transfer
Books or Record of Shareholders.

         The original Stock Transfer Books shall be prima facie evidence as to
who are the shareholders entitled to examine such list or transfer books or to
vote at any meeting of shareholders.

         Any person who shall have been a holder of record of one quarter of one
percent of shares or of voting trust certificates therefor at least six months
immediately preceding his demand or shall be the holder of record of, or the
holder of record of voting trust certificates for, at least five percent of the
outstanding shares of any class or series of the Corporation upon written demand
stating the purpose thereof, shall have the right to examine, in person or by
agent or attorney, at any reasonable times, for any proper purpose, its relevant
books and records of accounts, minutes and record of shareholders. Persons so
entitled to inspect books and records of accounts, minutes and records of
shareholders of the Corporation, may make extracts therefrom at their own
expense. This right of inspection shall not extend to any person who has within
two years sold or offered for sale any list of shareholders of the Corporation
or any other corporation, has aided or abetted any person in procuring any list
of shareholders or holders of voting trust certificates for any such purpose,
has improperly used any information secured through any prior examination of the
books and records of account, minutes or record of shareholders or of holders of
voting trust certificates for shares of the Corporation or any other
corporation, or was not acting in good faith or for a proper purpose in making
his demand.

         SECTION 4. LOSS OF CERTIFICATE. In case of loss or destruction of any
certificate of stock, the Board of Directors may


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authorize the issuance of another certificate in its place upon proof,
satisfactory to the Board, of such loss or destruction. If the directors deem it
advisable they may require the giving of a satisfactory bond of indemnity to the
Corporation in such sum as they may require before issuing such duplicate
certificate.

                                   ARTICLE III

                             MEETING OF STOCKHOLDERS

         SECTION 1. PLACE OF MEETINGS. All meetings of the shareholders of the
Corporation shall be held either at the principal office of the Corporation, or
at such other place within or without the United States as shall be designated
by the Board of Directors.

         SECTION 2. ANNUAL MEETING AND MEETINGS FOR THE ELECTION OF DIRECTORS.
The annual meeting of the shareholders for the election of directors and
transaction of other business shall be held at any time on any day of any month
of each year so noticed, if such day is not a legal holiday, and if a legal
holiday, then on the first following business day that is not a legal holiday.

         SECTION 3. SPECIAL MEETINGS. Special meetings of the shareholders may
be called by the Board of Directors, or the holders of not less than 10% of all
of the shares entitled to vote at the meeting.

         SECTION 4. NOTICE OF MEETINGS - WAIVER. Written notice stating the
place, day and hour of the meeting and in the case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered to each
shareholder of record entitled to vote at such meeting not less than ten nor
more than 60 days before the date of the meeting, either personally or by first
class mail, by or at the direction of the President, the Secretary or the
officer or persons calling the meeting. If mailed, such notice shall be deemed
to be delivered when deposited in the United States mail addressed to the
shareholder at his address as it appears on the Stock Transfer Books of the
Corporation, with postage thereon prepaid. A shareholder may waive notice in
writing of a shareholders' meeting either before or after the time of such
meeting, and the business or purpose of such meeting need not be specified in
the waiver. Attendance by a shareholder at a shareholders' meeting shall also
constitute a waiver of notice of such meeting, except when the person attends
the meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
convened.

         SECTION 5. CLOSING OF TRANSFER BOOKS AND FIXING OF RECORD DATE. For the
purpose of determining shareholders entitled to


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notice of or to vote at any meeting of shareholders or any adjournment thereof,
or shareholders entitled to receive payment of any dividend, or in order to make
a determination of shareholders for any other proper purpose, the Board of
Directors of the Corporation may provide that the stock transfer books shall be
closed for a stated period but not to exceed, in any case, 60 days. If the Stock
Transfer Books shall be closed for at least ten days immediately preceding such
meeting.

         In lieu of closing the Stock Transfer Books, the Board of Directors may
fix in advance a date as the record date for any such determination of
shareholders, such date in any case to be not more than 60 days and, in case of
a meeting of shareholders, not less than ten days prior to the date on which the
particular action, requiring such determination of shareholders, is to be taken.

         If the Stock Transfer Books are not closed and no record date is fixed
for the determination of shareholders entitled to notice of or to vote at a
meeting of shareholders, or shareholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or the date on which
the resolution of the Board of Directors declaring such dividend is adopted, as
the case may be, shall be the record date for such determination of
shareholders. When a determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in this section, such
determination shall apply to any adjournment thereof, unless the Board of
Directors fixes a new record date under this section for the adjourned meeting.

         SECTION 6. VOTING AT MEETINGS.

         A. VOTING RIGHTS. At each election of directors, every shareholder
entitled to vote at such meeting shall have the right to vote, in person or by
proxy, the number of shares owned by him on the record date for as many persons
as there are directors to be elected. At each shareholders' meeting every
shareholder entitled to vote at such meeting shall have the right to vote, in
person or by proxy, the number of shares owned by him on the record date upon
each proposal duly presented at the meeting.

         Shares held by an administrator, executor, guardian, conservator,
committee, or other fiduciary, except a trustee, may be voted by him, either in
person or by proxy, without transfer of such shares into his name. Shares held
by a trustee may be voted by him, either in person or by proxy, only after the
shares have been transferred into his name as trustee, or into the name of his
nominee. The Corporation shall not be entitled to vote Treasury Shares. In all
cases a resolution shall be considered to be adopted by the shareholders if
approved by the affirmative vote of a majority of the shares represented and
entitled to vote on the question at a meeting duly held at which a quorum is
present.

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         B. QUORUM. A majority of the shares entitled to vote, represented in
person or by proxy, shall constitute a quorum at a meeting of shareholders. When
a specified item of business is required to be voted on by a class or series of
stock, a majority of the shares of such class or series shall constitute a
quorum for the transaction of such item of business by that class or series.
After a quorum has been established at a shareholders' meeting, the subsequent
withdrawal of any shareholders, so as to reduce the number of shares entitled to
vote at the meeting below the number required for a quorum, shall not affect the
validity of any action taken at the meeting or any adjournment thereof.

         B. PROXIES. A shareholder may vote either in person or by proxy
executed in writing by the shareholder, or by his duly authorized
attorney-in-fact.

         C. JUDGES OF PROXIES, VOTES AND ELECTIONS. The Board of Directors at
its annual meeting may appoint two or more Judges of Proxies, Votes and
Elections to serve until the final adjournment of the next annual stockholders'
meeting. If they fail to make such appointment, or if their appointees, or any
of them, fail to appear at any meeting of shareholders the Chairman of the
meeting of the shareholders may appoint another Judge to serve for the meeting.

         Each Judge, before entering upon the discharge of his duties, shall
take and sign an oath to execute faithfully his duties of a Judge at such
meeting with strict impartiality and according to the best of his ability.

         The Judges shall determine the number of shares outstanding and the
voting power of each, the shares represented at the meeting, the existence of a
quorum, and 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 result, and do such acts as are proper to conduct the
election or vote, with fairness to all shareholders. On request of the person
presiding at the meeting or any shareholder entitled to vote thereat, the Judges
shall make a report in writing of any challenge, question or matter determined
by them and execute a certificate of any fact found by them. Any report or
certificate made by them shall be prima facie evidence of the facts stated and
of the vote as certified by them.

         SECTION 7. ADJOURNMENT OF MEETINGS. If a meeting is adjourned to
another time or place, it shall not be necessary to give any notice of the
adjourned meeting if the time and place to which the meeting is adjourned are
announced at the meeting at which the adjournment is taken, and any business may
be transacted at the


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adjourned meeting that might have been transacted on the original date of the
meeting. If, however, after the adjournment the Board of Directors fixes a new
record date for the adjourned meeting, a notice of the adjourned meeting shall
be given to each shareholder of record on the new record date who is entitled to
vote at such meeting.

         SECTION 8. ACTION WITHOUT A MEETING. When shareholders owning not less
than a majority of the voting shares entitled to vote on or authorize any action
shall determine to take such action without a meeting, they shall sign a written
consent on the record of the action taken and such action shall be as valid as
if a meeting had been legally calmed and notified.

         SECTION 9. MINUTES. Minutes shall be made of all shareholder
proceedings, which minutes shall be taken and kept by the Secretary of the
Corporation.

                                   ARTICLE IV

                             THE BOARD OF DIRECTORS

         SECTION 1. NUMBER, TENURE AND QUALIFICATIONS. The business and affairs
of the Corporation shall be managed by the Board of Directors. The number of
directors which shall constitute the whole Board shall be not less than one. The
number of directors shall be determined from time to time by resolution of the
Board of Directors. In the absence of an express determination by the Board, the
number of directors, until changed by the Board, shall be that number of
directors elected at the most recently held annual meeting of shareholders. Each
director shall hold office until the next annual meeting of shareholders and
until his successor shall have been elected and qualified or until his earlier
resignation, removal from office, or death. Directors need not be residents of
the State of Florida or shareholders of the Corporation.

         SECTION 2. ELECTION. At the annual meeting of shareholders, the
shareholders shall elect directors to hold office until the next succeeding
annual meeting or until their successors have been elected and qualified. If
directors are not elected at the annual meeting, the incumbent directors shall
continue in office until their successors are elected and qualified.

         SECTION 3. VACANCIES. Whenever any vacancies shall occur in the Board
of Directors by death, resignation, removal, increase in the number of directors
or otherwise, the same may be filled by the affirmative vote of a majority of
the remaining directors though less than a quorum of the Board of Directors, and
the director so elected shall hold office only until the next election of
directors by shareholders.

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         SECTION 4. PLACE, CALL AND ADJOURNMENT OF DIRECTORS' MEETINGS. Meetings
of the Board of Directors may be held either within or without the United
States. Meetings of the Board of Directors may be called by the Chairman of the
Board, by the President of the Corporation or by any director. The President
shall preside at all directors' meetings.

         A majority of the directors present at a meeting, whether or not a
quorum is present, may adjourn any meeting to another time and place. Notice of
any adjournment of a meeting to another time or place shall be given, in the
manner described above, to the directors who were not present at the time of the
adjournment and, unless such time and place are announced at the meeting, to the
other directors.

         SECTION 5. ANNUAL MEETING. The Board of Directors shall meet each year
immediately after the annual meeting of shareholders for the purpose of
organization, election of officers and consideration of any other business that
may properly be brought before the meeting. No notice of any kind to either old
or new members of the Board of Directors for such annual meeting shall be
necessary.

         SECTION 6. OTHER MEETINGS. Other meetings of the Board of Directors may
be held upon written notice by mail, telegram or cablegram at least two days
prior to the day for such meeting. Notice of any meeting of the Board of
Directors may be waived in writing signed by the person or persons entitled to
such notice, whether before or after the time of such meeting. Attendance of a
director at such meeting shall constitute a waiver of notice thereof. The
purpose or purposes of such meeting of the Board of Directors need not be
specified in the notice, or waiver of notice of such meeting.

         SECTION 7. QUORUM AND ACTS. A majority of the members of the Board of
Directors then in office shall constitute a quorum for the transaction of
business. The act of a majority of the directors present at a meeting at which a
quorum is present shall be the act of the Board of Directors, except that any
action required or permitted to be taken at any meeting of the Board of
Directors may be taken without a meeting if a consent in writing, setting forth
the action so to be taken, signed by all of the directors or a majority thereof,
to the extent permitted by law, is filed in the minutes of the proceedings of
the Board. Members of the Board of Directors or any committee thereof shall be
deemed present at any meeting of the Board or the committee if a conference
telephone or other similar communications equipment by means of which all
persons participating in the meeting can hear each other is used.

         SECTION 8. REMOVAL. At a meeting of shareholders called expressly for
that purpose, any director or the entire Board of


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Directors may be removed, with or without cause, by a vote of the holders of a
majority of the shares then entitled to vote at an election of directors.

         SECTION 9. RESIGNATION. Any director of the Corporation may resign at
any time by giving written notice to the Board of Directors or to the President
or to the Secretary of the Corporation. Such resignation shall take effect at
the time specified therein; and unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

         SECTION 10. COMMITTEES. The Board of Directors, by resolution adopted
by a majority of the entire Board, may designate from among its members an
executive committee and other committees, each of which, to the extent provided
in the resolution, shall have all the authority of the Board, except that no
such committee shall have authority to:

                  (1) approve or recommend to the shareholders' actions or
proposals required to be approved by shareholders;

                  (2) designate candidates for the office of director, for
purposes of proxy solicitation or otherwise;

                  (3) fill vacancies on the Board of Directors or any committee
thereof;

                  (4) amend the bylaws;

                  (5) authorize or approve the reacquisition of shares unless
pursuant to a general formula or method specified by the Board of Directors; and

                  (6) authorize or approve the issuance or sale of, or any
contract to issue or sell, shares or designate the terms of a series of a class
of shares, except that the Board of Directors, having acted regarding general
authorization for the issuance or sale of shares, or any contract therefor and,
in the case of a series, the designation thereof may, pursuant to a general
formula or method specified by the Board by resolution or by adoption of a stock
option or other plan, authorize a committee to fix the terms of any contract for
the sale of the shares and to fix the terms upon which such shares may be issued
or sold, including, without limitation, the price, the rate or manner of payment
of dividends, provisions for redemption, sinking fund, conversion, and voting or
preferential rights, and provisions for other features of a class of shares, or
a series of a class of shares, with full power in such committee to adopt any
final resolution setting forth all the terms thereof and to authorize the
statement of the terms of a series for filing with the Florida Department of
State.

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         The Board of Directors may designate one or more directors as alternate
members of any such committee, who may replace any absent member or members at
any meeting of such committee.

         Unless a greater proportion is required by the resolution designating a
committee, a majority of the entire authorized number of members of such
committee shall constitute a quorum for the transaction of business, and the
vote of a majority of the members present at a meeting at the time of such vote,
if a quorum is then present, shall be the act of such committee, except that any
action which may be taken at a meeting of such committee may be taken without a
meeting if consent in writing, setting forth the action so to be taken, signed
by all of the members of the committee, is filed in the minutes of the
proceedings of the committee.

         Each such committee shall serve at the pleasure of the Board of
Directors.

         SECTION 11. COMPENSATION. The Board of Directors shall have authority
to fix the compensation of directors for services in any capacity.

                                    ARTICLE V

                                  THE OFFICERS

         SECTION 1. OFFICERS. The Board of Directors at their annual meeting
each year may elect a President, Secretary, and a Treasurer, and such other
officers and assistant officers and agents as may be deemed necessary by the
Board of Directors. Any two or more offices may be held by the same person. All
officers shall serve until the next annual meeting of the Board of Directors or
until their respective successors are elected and qualify.

         SECTION 2. VACANCIES. Whenever any vacancies shall occur in any office
by death, resignation, removal, increase in the number of officers of the
Corporation, or otherwise, the same shall be filled by the Board of Directors,
and the officer so elected shall hold office until his successor is chosen and
qualified.

         SECTION 3. DUTIES.

         CHAIRMAN OF THE BOARD. If such officer is appointed, the Chairman shall
preside at all meetings of the Directors and by virtue of his office shall be a
member of all standing committees. He shall have such other duties and powers as
may be assigned to him by the Board of Directors.

         PRESIDENT. The President shall be the chief executive officer of the
Corporation, and in the recess of the Board of Directors,


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shall have the general control and management of its business and affairs
subject, however, to the right of the Board of Directors to delegate any
specific power, except such as may by statute be exclusively conferred upon the
President, to any other officer or officers of the Corporation. He shall preside
at all meetings of the shareholders unless otherwise determined by a majority of
all the shares of the capital stock issued and outstanding, present in person or
by proxy. He shall preside at all stockholders' meetings and meetings of the
Board of Directors.

         VICE-PRESIDENT. In case of the office of the President becoming vacant
by death, resignation, or otherwise, or in case of the absence of the President,
or his disability to discharge the duties of his office, such duties shall, for
the time being, devolve upon the Vice-President, first in order of election, who
shall do and perform such other acts as the Board of Directors may, from time to
time, authorize him to do, but a Vice-President who is not a director cannot
succeed to or fill the office of President.

         SECRETARY. The Secretary of the Corporation shall keep the minutes of
all the meetings of the shareholders and Board of Directors in books provided
for that purpose; he shall sign, with the President or Vice-President, in the
name of the Corporation, all contracts authorized by the Board of Directors, and
when necessary shall affix the corporate seal of the Corporation, thereto, he
shall have charge of the certificate books, transfer books and stock ledgers and
such other books and papers as the Board of Directors may direct; all of which
shall, at all reasonable times, be open to the examination of any director upon
application at the office of the Secretary, and in addition such other duties as
may be delegated to him by the Board of Directors.

         TREASURER. The Treasurer shall have custody and keep account of all
money, funds and property of the Corporation unless otherwise determined by the
Board of Directors, and he shall render such accounts and present such statement
to the Directors, and Vice-President.

         SECTION 4. COMPENSATION. The compensation of the officers shall be
fixed, from time to time, by the Board of Directors.

         SECTION 5. REMOVAL. Any officer elected or appointed by the Board of
Directors may be removed by the Board whenever in its judgment the best
interests of the Corporation will be served thereby. Removal shall be without
prejudice to the contract rights, if any, of the person removed. Election or
appointment of an officer shall not of itself create contract rights.

         SECTION 6. RESIGNATION. Any officer of the Corporation may resign at
any time by giving written notice to the Board of Directors or to the President
or to the Secretary of the Corporation.


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Such resignation shall take effect at the time specified therein and unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.

         SECTION 7. CORPORATE INSTRUMENTS. All checks and drafts on, and
withdrawals from, the Corporation's accounts with banks or other financial
institutions, and all bills of exchange, notes and other instruments for the
payment of money, drawn, made, endorsed, or accepted by the Corporation, shall
be signed on its behalf by the person or persons thereunto authorized by, or
pursuant to resolution of, the Board of Directors.

                                   ARTICLE VI

                      EMPLOYEE INSURANCE AND PENSION PLANS

         The Board of Directors may, from time to time, establish, amend or
revoke a plan or plans which would furnish to any or all employees, at the
expense of this Corporation, insurance against disability, accident, sickness,
or death, and provide for satisfactory retirement benefits, in such a manner and
upon such terms and conditions as shall be determined by the Board of Directors.

                                   ARTICLE VII

                                   AMENDMENTS

         The Board of Directors of the Corporation shall have the power to
alter, amend or repeal the Bylaws or adopt new Bylaws. Notwithstanding the
foregoing, any Bylaw, whether adopted by the Board of Directors or by the
shareholders, may be repealed or changed by the shareholders, and new Bylaws may
be adopted by the shareholders. The shareholders may prescribe in any Bylaw made
by them that such Bylaw shall not be altered, amended or repealed by the Board
of Directors.

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