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                                                                    EXHIBIT 3.02

                           AMENDED AND RESTATED BYLAWS

                                       OF

                          GUILFORD PHARMACEUTICALS INC.



1.     OFFICES.

       1.1    REGISTERED OFFICE. The registered office of the Corporation shall
be in the City of Dover, County of Kent, State of Delaware, and the registered
agent in charge thereof shall be the Prentice Hall Corporation Systems, Inc., 32
Loockerman Square, Suite L-100, Dover, Delaware 19901.

       1.2    OTHER OFFICES. The Corporation may also have offices at such other
places, both within and without the State of Delaware, as the board of directors
may from time to time determine or the business of the Corporation may require.

2.     MEETINGS OF STOCKHOLDERS.

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

       2.2    ANNUAL MEETINGS. Annual meetings of stockholders, shall be held at
such date, time and place as shall be designated from time to time by the board
of directors and stated in the notice of the meeting or in a duly executed
waiver of notice thereof, at which stockholders shall elect a board of directors
and transact such other business as may properly be brought before the meeting.

       2.3    SPECIAL MEETINGS. Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the
certificate of incorporation, may only be called by a majority of the Board of
Directors or by the Chairman of the Board of Directors. Such request shall
include a statement of the purpose or purposes of the proposed meeting.

       2.4    NOTICE OF MEETINGS. Written notice of the annual meeting, stating
the


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

       2.5    BUSINESS AT SPECIAL MEETINGS. Business transacted at any special
meeting of stockholders shall be limited to the purposes stated in the notice.

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

       2.7    QUORUM AT MEETINGS. Except as otherwise provided by statute or by
the certificate of incorporation, the holders of a majority of the stock issued
and outstanding and entitled to vote thereat, present in person or represented
by proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business. If, however, such quorum shall not be present or
represented at any such meeting of the stockholders, the stockholders entitled
to vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time to another time and place, without notice
other than announcement at the meeting of such other time and place. At the
adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the original
meeting. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.

       2.8    VOTING AND PROXIES. Unless otherwise provided in the certificate
of incorporation, and subject to the provisions of Section 6.4 of these bylaws,
each stockholder shall be entitled to one vote on each matter, in person or by
proxy, for each share of the Corporation's capital stock having voting power
which is held by such


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stockholder. No proxy shall be voted or acted upon after three years from its
date, unless the 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.

       2.9    REQUIRED VOTE. When a quorum is present at any meeting of
stockholders, all matters shall be determined, adopted and approved by the vote
(which need not be by ballot) of the holders of a majority of the stock having
voting power, present in person or represented by proxy, unless the proposed
action is one upon which, by express provision of statutes or of the certificate
of incorporation, a different vote is specified and required, in which case such
express provision shall govern and control the decision of such question.
Notwithstanding the foregoing, candidates for election as members of the board
of directors who receive the highest number of votes, up to the number of
directors to be chosen, shall stand elected, and an absolute majority of the
votes cast shall not be a prerequisite to the election of any candidate to the
board of directors.

       2.10.  STOCKHOLDER ACTIONS. Unless otherwise restricted by the
Certificate of Incorporation, any action required or permitted to be taken by
the stockholders may be taken without a meeting without prior vote, if 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 to 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.

       2.11.  NOMINATION OF DIRECTORS. Only persons who are nominated in
accordance with the procedures set forth in this Section 2.11 shall be eligible
for election as directors. Nominations of persons for election to the Board of
Directors of the Corporation may be made (a) at a meeting of stockholders (a
"Stockholders' Meeting") by or at the direction of the independent directors or
a committee thereof, or by any stockholder of the Corporation entitled to vote
for the election of directors at the meeting who complies with the notice
procedures set forth in this Section 2.11, or (b) at any time by the independent
directors, or a committee thereof, if such nominee is to fill a vacancy on the
Board, as set forth in Section 3.3 of these bylaws. Such nominations, other than
those made by or at the direction of the independent directors, or a committee
thereof, shall be made pursuant to timely notice in writing to the Secretary of
the Corporation. To be timely, a stockholder's notice shall be delivered to or
mailed and received at the principal executive offices of the Corporation at
least 45 days before the date on which the Corporation mailed its notice of the
annual meeting of stockholder and proxy materials for the previous year's annual
meeting of stockholders; PROVIDED, HOWEVER, that if the Corporation did not hold
an annual meeting of stockholders the previous year, or if the


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date of the current year's meeting has changed more than 30 days from the prior
year, the stockholder's notice must be received not later than the close of
business on the 10th day following the day on which notice of the date of the
meeting is mailed or public disclosure of the date of the meeting is made. Such
stockholder's notice shall set forth (a) as to each person whom the stockholder
proposes to nominate for election or re-election as a director, (i) the name,
age, business address and residence address of such person, (ii) the principal
occupation or employment of such person, (iii) the class and number of shares of
the Corporation which are beneficially owned by such person, and (iv) any other
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors, or is otherwise required, in
each case pursuant to Regulation 14A under the Securities Exchange Act of 1934,
as amended (including without limitation such person's written consent to being
named in the proxy statement as a nominee and to serving as a director if
elected); and (b) as to the stockholder giving the notice (i) the name and
address, as they appear on the Corporation's books, of such stockholder and (ii)
the class and number of shares of the Corporation which are beneficially owned
by such stockholder. At the request of theindependent directors, or a committee
thereof, any person nominated by the Board of Directors for election as a
director shall furnish to the Secretary of the Corporation that information
required to be set forth in a stockholder's notice of nomination which pertains
to the nominee. No later than the tenth day following the date of receipt of a
stockholder nomination submitted pursuant to this Section 2.11, the Chairman of
the Board of Directors of the Corporation shall, if the facts warrant, determine
and notify in writing the stockholder making such nomination that such
nomination was not made in accordance with the time limits and/or other
procedures prescribed by the bylaws. If no such notification is mailed to such
stockholder within such ten-day period, such nomination shall be deemed to have
been made in accordance with the provisions of this Section 2.11. No person
shall be eligible for election as a director of the Corporation unless nominated
in accordance with the procedures set forth in this Section 2.11. The term
"independent," as used in this Section 2.11 shall have the meaning set forth in
Section 3.7 below.

       2.12.  BUSINESS AT ANNUAL MEETING. At an annual meeting of the
stockholders, only such business shall be conducted as shall have been properly
brought before the meeting. To be properly brought before an annual meeting,
business must be (a) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the Board of Directors, (b) otherwise
properly brought before the meeting by or at the direction of the Board of
Directors, or (c) otherwise properly brought before the meeting by a
stockholder. For business to be properly brought before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof in writing to
the Secretary of the Corporation. To be timely, a stockholder's notice shall be
delivered to or mailed and received at the principal executive offices of the
Corporation at least 45 days before the date on which the Corporation mailed its
notice of the annual meeting of stockholder and proxy materials for the previous
year's annual meeting of stockholders;


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PROVIDED, HOWEVER, that if the Corporation did not hold an annual meeting of
stockholders the previous year, or if the date of the current year's meeting has
changed more than 30 days from the prior year, the stockholder's notice must be
received not later than the close of business on the 10th day following the day
on which notice of the date of the meeting is mailed or public disclosure of the
date of the meeting is made. A stockholder's notice to the Secretary shall set
forth as to each matter the stockholder proposes to bring before the annual
meeting (a) a brief description of the business desired to be brought before the
annual meeting and the reasons for conducting such business at the annual
meeting, (b) the name and address, as they appear on the Corporation's books, of
the stockholder proposing such business, (c) the class and number of shares of
the Corporation which are beneficially owned by the stockholder, and (d) any
material interest of the stockholder in such business. No later than the tenth
day following the date of receipt of a shareholder notice pursuant to this
Section 2.12, the Chairman of the Board of Directors of the Corporation shall,
if the facts warrant, determine and notify in writing the stockholder submitting
such notice that such notice was not made in accordance with the time limits
and/or other procedures prescribed by the Bylaws. If no such notification is
mailed to such shareholder within such ten-day period, such stockholder notice
containing a matter of business shall be deemed to have been made in accordance
with the provisions of this Section 2.12. Notwithstanding anything in these
Bylaws to the contrary, no business shall be conducted at an annual meeting
except in accordance with the procedures set forth in this Section 2.12.

3.     DIRECTORS.

       3.1    POWERS. The business and affairs of the Corporation shall be
managed by or under the direction of the board of directors, which may exercise
all such powers of the Corporation and do all such lawful acts and things as are
not by statute or by the certificate of incorporation or by these bylaws
directed or required to be exercised or done by the stockholders.

       3.2.   NUMBER AND ELECTION. The number of directors which shall
constitute the whole board shall be nine (9), or such other number that is
determined by the board of directors, but in no instance shall the number of
directors be greater than the number authorized by the Company's certificate of
incorporation.

       3.3.   VACANCIES. Vacancies and newly created directorships resulting
from any increase in the authorized number of directors shall be filled in the
manner specified in these bylaws and the certificate of incorporation of the
Corporation as in effect from time to time.

       3.4.   MEETINGS

              3.4.1. PLACE OF MEETINGS. The board of directors of the
       Corporation may


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       hold meetings, both regular and special, either within or without the
       State of Delaware.

              3.4.2. FIRST MEETING OF EACH BOARD. The first meeting of each
       newly elected board of directors shall be held at such time and place as
       shall be specified in a notice given as hereinafter provided for special
       meetings of the board of directors, or as shall be specified in a written
       waiver of notice signed by all of the directors.

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

              3.4.4. SPECIAL MEETINGS. Special meetings of the board may be
       called by the Chairman on one day's notice to each director, personally,
       or by telephone, mail, facsimile, electronic mail, or telegram; special
       meetings shall be called by the Chairman or Secretary in like manner on
       like notice on the written request of one-half of the total number of
       directors.

              3.4.5. QUORUM AND VOTE AT MEETING. At all meetings of the board,
       one director if a board of one director is authorized, or such greater
       number of directors as is not less than a majority of the total number of
       directors, shall constitute a quorum for the transaction of business. The
       vote of a majority of the directors present at any meeting at which there
       is a quorum shall be the act of the board of directors, except as may be
       otherwise specifically provided by statute or by the certificate of
       incorporation. If a quorum shall not be present at any meeting of the
       board of directors, the directors present thereat may adjourn the meeting
       to another time and place, without notice other than announcement at the
       meeting of such other time and place.

              3.4.6. TELEPHONE MEETINGS. Members of the board of directors or
       any committee designated by the board may participate in a meeting of
       such board or committee by means of conference telephone or similar
       communications equipment by means of which all persons participating in
       the meeting can hear each other, and participation in a meeting pursuant
       to this section shall constitute presence in person at such meeting.

              3.4.7. ACTION WITHOUT MEETING. Unless otherwise restricted by the
       certificate of incorporation or these bylaws, any action required or
       permitted to be taken at any meeting of the board of directors or of any
       committee thereof may be taken without a meeting, if all members of the
       board or committee, as the case may be, consent thereto in writing, and
       the writing or writings are filed with the minutes of proceedings of the
       board of directors or committee.


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              3.4.8. EXECUTIVE SESSIONS. The independent directors shall have
       regularly scheduled meetings, which may be held without notice, at such
       time and at such place as shall be determined by the independent
       directors. The term "independent" shall have the meaning set forth in
       Section 3.7 of these bylaws. The Chairman shall appoint one of the
       independent directors to serve as the lead director during the meetings
       of independent directors. The lead director may appoint a secretary to
       record the proceedings of any meeting of the independent directors.

       3.5.   COMMITTEES OF DIRECTORS. The board of directors may designate 1 or
more committees, each committee to consist of 1 or more directors of the
Corporation. The board may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee. In the absence or disqualification of a member of a
committee, the member or members 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 of the Corporation, to the extent provided in the resolution of the
board of directors, shall have and may exercise all the powers and authority of
the board of directors in the management of the business and affairs of the
Corporation, and may authorize the seal of the Corporation to be affixed to all
papers which may require it; but no such committee shall have the power or
authority in reference to the following matters: (i) approving or adopting, or
recommending to the stockholders, any action or matter expressly required by the
General Corporation Law of the State of Delaware, as amended, to be submitted to
stockholders for approval or (ii) adopting, amending or repealing any bylaw of
the Corporation. Such committee or committees shall have such name or names as
may be determined from time to time by resolution adopted by the board of
directors. Unless otherwise specified in the resolution of the board of
directors designating the committee or in these bylaws, at all meetings of each
such committee of directors, a majority of the total number members of the
committee shall constitute a quorum for the transaction of business, and the
vote of a majority of the members of the committee present at any meeting at
which there is a quorum shall be the act of the committee. Each committee shall
keep regular minutes of its meeting and report the same to the board of
directors, when required.

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


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       3.7.   INDEPENDENT DIRECTORS. A majority of the directors shall be
"independent," as the term is defined by Rule 4200(a)(15) of the NASDAQ National
Marketplace Rules.

4.     NOTICES OF MEETINGS.

       4.1    NOTICE PROCEDURE. Whenever, whether under the provisions of any
statute or of the certificate of incorporation or of these bylaws, notice is
required to be given to any director or stockholder, such requirement shall not
be construed to require the giving of personal notice. Such notice may be given
in writing, by mail, addressed to such director or stockholder, at his address
as it appears on the records of the Corporation, with postage thereon prepaid,
and such notice shall be deemed to be given at the time when the same is
deposited in the United States mail. Notice to directors may also be given by
facsimile, electronic mail, telegram, or telephone.

       4.2    WAIVERS OF NOTICE. Whenever the giving of any notice is required
by statute, the certificate of incorporation or these bylaws, a waiver thereof,
in writing, signed by the person or persons entitled to said notice, whether
before or after the event as to which such notice is required, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the 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 stockholders, directors or members of a
committee of directors need be specified in any written waiver of notice, unless
so required by the certificate of incorporation, by statute or by these bylaws.

5.     OFFICERS.


       5.1    POSITIONS. The officers of the Corporation shall be a chairman and
a secretary, and such other officers as the board of directors or the chairman
may appoint, including one or more vice chairmen, a president, one or more vice
presidents (all of the foregoing, "Executive Officers"), a treasurer, assistant
secretaries and assistant treasurers, who shall exercise such powers and perform
such duties as shall be determined from time to time by the board or by the
chairman. Any number of offices may be held by the same person, unless the
certificate of incorporation or these bylaws otherwise provide; PROVIDED,
HOWEVER, that in no event shall the chairman and the secretary be the same
person.

       5.2    APPOINTMENT. The Executive Officers of the Corporation shall be
chosen by the board of directors at its first meeting after each annual meeting
of stockholders.

       5.3    COMPENSATION. The compensation of all Executive Officers of the


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Corporation shall be fixed by the board of directors or a duly appointed
committee thereof.

       5.4    TERM OF OFFICE. The chairman shall hold office until his or her
successor is chosen and qualifies or until his or her earlier resignation, death
or removal. Any officer may resign at any time upon written notice to the
Corporation. Any officer elected or appointed by the board of directors or by
the chairman may be removed at any time, with or without cause, either by the
affirmative vote of a majority of the board of directors, or by the chairman in
his or her discretion. Any vacancy occurring in any office of the Corporation
shall be filled either by the board of directors or (in the case of all officers
other than the chairman) by the chairman.

       5.5    FIDELITY BONDS. The Corporation may secure the fidelity of any or
all of its officers or agents by bond or otherwise.

       5.6    CHAIRMAN. The chairman shall be the chief executive officer of the
Corporation, shall be ex officio a member of all standing committees, shall have
general and active management of the business of the Corporation, shall ensure
that all orders and resolutions of the board of directors are carried into
effect, and, unless otherwise provided by the board of directors, shall preside
at all meetings of the stockholders and the board of directors. The chairman
shall have the authority to execute bonds, mortgages and other contracts
requiring a seal, under the seal of the Corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the board of
directors to some other officer or agent of the Corporation.

       5.7    PRESIDENT. The president shall be the chief operating officer of
the Corporation, shall have general management of the day-to-day operations of
the business of the Corporation, subject to the authority of the chairman. In
the absence of the chairman or in the event of the chairman's inability or
refusal to act, the president shall perform the duties of the chairman (except
to the extent that the vice chairman is authorized to perform such duties), and
when so acting shall have all the powers of, and be subject to all the
restrictions upon, the chairman. The president shall have the authority to
execute bonds, mortgages and other contracts requiring a seal, under the seal of
the Corporation, except where required or permitted by law to be otherwise
signed and executed and except where the signing and execution thereof shall be
expressly delegated by the board of directors to some other officer or agent of
the Corporation.

       5.8    VICE CHAIRMAN OR VICE PRESIDENTS. If the directors shall appoint a
vice chairman or one or more vice presidents, such vice chairman or vice
presidents shall perform such duties and have such powers as may be vested in
such vice chairman or vice presidents by the board of directors or by the
chairman. In the absence of the chairman, the vice chairman shall preside at all
meetings of stockholders and the board of directors,


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and the vice chairman shall report to the chairman and be subject to his
authority and direction.

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

       5.10   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 by the chairman (or if there shall have been no such determination,
then in the order of their election), shall, in the absence of the secretary or
in the event of the secretary's inability or refusal to act, perform the duties
and exercise the powers of the secretary, and shall perform such other duties
and have such other powers as the board of directors or the chairman may from
time to time prescribe.

       5.11   TREASURER.

              5.11.1 DUTIES. The treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation, and shall
deposit all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the board of
directors or by the chairman. The treasurer shall disburse the funds of the
Corporation as ordered by the board of directors or by the chairman, taking
proper vouchers for such disbursements, and shall render to the chairman, and to
the board of directors at its regular meetings, or when the board of directors
so requires, an account of all transactions as treasurer and of the financial
condition of the Corporation.

              5.11.2 BOND. If required by the board of directors or by the
chairman, the treasurer shall give the Corporation a bond in such sum and with
such surety or sureties as shall be satisfactory to the board of directors for
the faithful performance of the duties of the treasurer's office and for the
restoration to the Corporation, in case of the


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<PAGE>

treasurer's death, resignation, retirement or removal from office, of all books,
papers, vouchers, money and other property of whatever kind, in the treasurer's
possession or under the treasurer's control and belonging to the Corporation.

              5.12   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 by the chairman (or if there shall have been no such
determination, then in the order of their election), shall, in the absence of
the treasurer or in the event of the treasurer's inability or refusal to act,
perform the duties and exercise the powers of the treasurer, and shall perform
such other duties and have such other powers as the board of directors or the
chairman may from time to time prescribe.

6.     CAPITAL STOCK.

       6.1    CERTIFICATES OF STOCK: UNCERTIFICATED SHARES. The shares of the
Corporation shall be represented by certificates, provided that the board of
directors may provide by resolution or resolutions that some or all of any or
all classes or series of the Corporation's stock shall be uncertificated shares.
Any such resolution shall not apply to shares represented by a certificate until
such certificate is surrendered to the Corporation. Notwithstanding the adoption
of such a resolution by the board of directors, every holder of stock
represented by certificates and upon request every holder of uncertificated
shares shall be entitled to have a certificate signed by, or in the name of the
Corporation by the chairman or vice chairman, or the president or vice
president, and by the treasurer and/or assistant treasurer, or the secretary or
an assistant secretary of such Corporation representing the number of shares
registered in certificate form. Any or all the signatures on the certificate may
be facsimile. In case any officer, transfer agent or registrar whose signature
or facsimile signature appears on 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.

       6.2    LOST CERTIFICATES. The board of directors may direct a new
certificate or certificates of stock or uncertificated shares to be issued in
place of any certificate or certificates theretofore issued by the Corporation
and alleged to have been lost, stolen or destroyed. When authorizing such
issuance of a new certificate or certificates, the board of directors may, in
its discretion and as a condition precedent to the issuance bound to thereof,
require the owner of such lost, stolen or destroyed certificate or certificates,
or such owner's legal representative, to advertise the same in such manner as
the board shall require and/or to give the Corporation a bond, in such sum as
the board may direct, as indemnity against any claim that may be made against
the Corporation on account of the issuance of such new certificate or
uncertificated shares.


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<PAGE>

       6.3    TRANSFERS. The transfer of stock and certificates that represent
the stock and the transfer of uncertificated shares shall be effected in
accordance with the laws of the State of Delaware. Any restriction on the
transfer of a security imposed by the corporation shall be noted conspicuously
on the security.

       6.4    FIXING RECORD DATE. In order that the Corporation may determine
State of 1 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 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.

       6.5    REGISTERED STOCKHOLDERS. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, to receive notifications, to vote as such owner,
and to exercise all the rights and powers of an owner; and the Corporation shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of the
State of Delaware.

7.     INDEMNIFICATION.

              Indemnification of certain person by the Corporation shall be as
specified in or determined pursuant to the Certificate of incorporation of the
Corporation as is in effect from time to time.

8.     GENERAL PROVISIONS.

       8.1    DIVIDENDS. Dividends upon the capital stock of the Corporation,
subject to the provisions of the certificate of incorporation and the laws of
the Sate of Delaware, may be declared by the board of directors at any regular
or special meeting. Subject to the provisions of the General Corporation Law of
the State of Delaware, such dividends may be paid either out of surplus, as
defined in he General Corporation Law of the State of Delaware, or in the event
that there shall be no such surplus, out of the net profits for the fiscal year
in which the dividend is declared and/or the preceding fiscal year. Dividends
may be paid in cash, in property, or in shares of the Corporation's capital
stock, subject to the provisions, if any, of the certificate of incorporation.


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<PAGE>

       8.2    RESERVES. The directors of the Corporation may set apart, out of
the funds of the Corporation available for dividends, a reserve or reserves for
any proper purpose and may abolish any such reserve.

       8.3    EXECUTION OF INSTRUMENTS. All checks or demands for money and
notes of the Corporation shall be signed by such officer of officers or such
other person or persons as the board of directors may from time to time
designate.

       8.4    FISCAL YEAR. The fiscal year of the Corporation shall be fixed by
resolution of the board of directors.

       8.5    SEAL. The corporate seal shall have inscribed thereon the name of
the Corporation, the year of its organization and the words "Corporate Seal,
Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or otherwise reproduced.

       Section 9. AMENDMENTS. These Bylaws may be altered, amended or repealed
and new bylaws may be adopted by a majority of the Board of Directors.

                                     * * * *


       The foregoing Amended and Restated Bylaws were adopted by the board of
directors on March 14, 1994 and became effective on June 24, 1994 and were
further amended by the board of directors as follows:

          -   at a meeting held on December 2, 1996;

          -   at a meeting held on November 17, 1998;

          -   by unanimous written consent, effective August 1, 1998;

          -   by unanimous written consent, and effective April 13, 2000;

          -   at a meeting held on August 19, 2002; and

          -   [at a meeting held on February 18, 2003].


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